annual report 2016 › Annual Report 2016 Page references

Overview 02 – 17

+ Further information Facts and figures 02 Letter to the Shareholders 04 HOCHDORF share performance 08 ! Important data/fact Business model, strategy and markets 10 Interview: «With the forward integration we are also now responsible for brands» 14

Insight Cereals & Ingredients 18 – 23

HOCHDORF Group Key figures 24 – 26

Financial report 24 HOCHDORF Group key figures 26

Business divisions 27 – 37

Dairy Ingredients 28 Baby Care 32 Cereals & Ingredients 35

Corporate Governance 39 – 50

Group structure and shareholders 40 Capital structure 40 Board of Directors 41 Group Management 46 Compensation, participations, loans 48 Shareholders´ rights of co-determination 48 Change of control and defensive measures 49 Auditor 49 Information policy 49

Remuneration report 51 – 58

Remuneration report 52 Report of the Auditor on the 2016 Remuneration Report 57

Annual financial statement HOCHDORF Group 59 – 89

Annual financial statement HOCHDORF Holding Ltd 90 – 98

Corporate Social Responsibility 99 – 107

Adresses and imprint 108 Stand 14.03.2017

Facts and figures

In 2016 the HOCHDORF Group worked on the implementation of strategy 2016 – 2020. Important elements of this include forward integration and the development and marketing of new high added-value products. With the majority holding in Pharmalys Laboratories SA, HOCHDORF took an impor- tant step towards the successful implementation of the strategy. Earnings in 2016 reached record figures thanks to the measures initiated earlier.

The HOCHDORF Group The HOCHDORF Group, which was founded in 1895 and has its headquarters in Hochdorf (near Lucerne) main- tains two milk plants in and one milk plant in both Lithuania and Germany (60 % stake). In addition, high-quality infant formula is produced at the Swiss milk plants. Furthermore, HOCHDORF has a cereal plant in Switzerland (processing wheat germ) and an oil mill in Germany. As of the end of 2016, HOCHDORF has a 51 % majority holding in the Pharmalys Group. Pharmalys sells infant formula among other things, under the brands Primalac and Swisslac, in over 40 countries. HOCHDORF is among the leading food companies in Switzerland and at 31 December 2016 had more than 630 employees worldwide. HOCHDORF products contribute towards health and well-being, from babies to senior citizens. The products are sold to the food industry and to the wholesale and retail trade in over 90 countries.

Our strategic objective The HOCHDORF Group is an independent global company operating in the business areas Dairy Ingredients, Baby Care and Cereals & Ingredients. As a Swiss food company we are guided by the Swiss values of «reliability», «qual- ity» and «precision». As a company operating in niche markets, it is HOCHDORF’s aim to keep the agility of a medium-sized company and conquer new markets by showing the necessary courage. The HOCHDORF Group focuses its products on premium markets and offers its customers a correspondingly high standard of service. In the medium term, HOCHDORF is aiming for growth by offering products with high added value such as top quality milk derivatives, infant formula and healthy children’s foods. To improve its earnings figures HOCHDORF is aiming for forward integration in terms of both sales and products.

Financial data

Facts and figures | 01

2 HOCHDORF Annual Report 2016 Stand 14.03.2017

Key indicators in the annual report

Key indicators 2016 2015 2014 2013 Processed milk and whey in tonnes 741,769 761,240 506,963 455,647 Products sold in tonnes 237,054 242,821 99,155 91,699 Total assets (in CHF 1,000) 425,474 340,396 331,109 243,485 Equity ratio 10.80 % 56.60 % 43.20 % 42.60 % Cash flow from operating activities (in CHF 1,000) 24,227 18,134 20,546 18,196 Market capitalisation (in CHF 1,000) 444,417 242,044 147,787 93,600 Share price at 31.12. in CHF 309.75 168.70 138.00 104.00 Earnings per share in CHF 14.12 11.73 17.45 6.95 Staffing levels at 31.12. 633 625 573 362

Market data

Share prices and charts

02 | Facts and figures

Facts and figures 3 Stand 20.03.2017

Dear Shareholders

In this letter to the shareholders, we will address two aspects of the strategy and its implementation › Page 99 et seq. in depth: the acquisition of the majority stake in the Pharmalys Group and the planning and realisa- tion of the investments in Sulgen. Along with the standard content, you will find the sustainability Corporate Social report published every two years at the end of this annual report. We would like to start by report- Responsibility report ing on the solid earnings.

Very good results achieved In comparison to business year 2015, the HOCHDORF Group can present some record earnings for 2016. › Earnings before interest and taxes (EBIT) were CHF 22.5 million or 4.1 % of the production revenue. Page 61 This number is quite impressive for a company that does business in the food industry, mostly in the Income statement business-to-business segment. Five years ago, in business year 2011, the HOCHDORF Group achieved an EBIT of just CHF 1.9 million or 0.5 % of the production revenue. Primarily, Swiss business contributed to the record-high result in 2016. The foreign factories felt the full force of the stormy weather in the milk market due to their product range. In an industry comparison, we have mastered the chal- lenging market situation on the international level quite well, however. The Group earnings of CHF 19.4 million are also at a record level (PY CHF 13.0 million). › Page 96 On account of our success and in light of the major investments, we propose to the Annual Gen-

Proposed appropriation eral Meeting a slight increase of ten centimes in the dividend payout to CHF 3.80. This will let us of retained earnings continue what we consider to be a cautious dividend policy aimed at sustainability.

› Majority stake in Pharmalys Page 32 Forward integration, and thus taking a step closer to the end consumer, is a central part of the strat-

Baby Care report egy set at the beginning of 2016. This step is important for a sustainable improvement in the earn- ings of HOCHDORF. After intensive negotiations, we signed the contract on 25 March 2016. On 19 December 2016, the contract was finalised after an extraordinary Annual General Meeting and the › fulfilment of additional mutual closing conditions. As a result, HOCHDORF Holding Ltd has acquired Page 41 a 51 % stake in Pharmalys Laboratories SA and the jointly formed Pharmalys Africa S.à.r.l. The investment in Pharmalys Tunisie S.à.r.l. will start at 49 %. HOCHDORF will acquire the remaining Group structure 2 % after completing an «approval process» by the state of Tunisia.

For the financing of the majority stake, HOCHDORF Holding Ltd will issue a three-year mandatory ! convertible bond for CHF 218.49 million at the end of the March 2017. HOCHDORF will provide information about the details of the mandatory convertible bond in due time.

OVERVIEW | 01

4 HOCHDORF Annual Report 2016 Stand 20.03.2017

HOCHDORF in new realms › By taking a step closer to the end consumer, the HOCHDORF Group is not navigating in new waters Page 14 et seq.

from a historical perspective. In its 120 year history, the HOCHDORF Group has repeatedly worked Interview with closer to or farther from the market for end consumers, for example, with the brand Heliomalt or even Thomas Eisenring earlier with the brand Bébé. For us, the integration of Pharmalys means: «Never stop a running engine!» On the market side, Pharmalys must continue to run just as it did before. HOCHDORF’s task is to create more structure in the administrative area, sell existing products that are of interest to the markets through the Pharmalys distribution channels and introduce the business model in new mar- kets. In addition, meaningful reporting systems must be established. The respecitve integration work has been underway since the beginning of 2017.

High performance spray tower line At our location in Sulgen, we have been not only producing, but also building for some time. The high rack storage area has been covered since the end of 2016 and the installation of the technical equipment has begun. To enable us to cover future demand for Swiss-made infant formula, the Board of Directors approved the construction of an additional spray tower line for infant formula › with a performance of roughly 32,000 tonnes and the installation of additional can filling lines and a Page 28 et seq. high rack storage area in Sulgen. The work is being planned, and the handover of the new lines to Report of the three production continues to be scheduled for the first quarter of 2018. The staff required for the line will business areas be recruited this business year and trained at the existing spray tower line.

The project for increasing capacity at the Hochdorf site is running on schedule. The new lines will be available for the coming milk season. In Prenzlau, an investment was made in a higher performance filing line for buttermilk and put into operation as scheduled. In Marbach, the expansion of produc- tion capacities was completed this spring.

02 | Letter to the Shareholders

Letter to the Shareholders 5 Stand 20.03.2017

Strategy will continue With the new strategy adopted at the beginning of 2016, the HOCHDORF Group set significantly higher target margins. The forward integration and the product offensive are two important points that must be pursued persistently. In the case of the forward integration, we have decided to move for- ward with one customer to achieve the goals more quickly. With a majority stake in the Pharmalys Group, we will achieve an important milestone. In the area of the product offensive, we were also able to achieve some success, but must still improve in the future. Above all, the time from development to market, i.e. to sale in stores, must still be reduced significantly.

Change in the Board of Directors I was elected to the Board of Directors of HOCHDORF Holding Ltd for the first time at the Annual General Meeting in 2002. Since 2014, I have been active as Chairman of the Board of Directors for this exciting company. In 14 years, the HOCHDORF Group has changed substantially and I look ! back proudly on the goals we have achieved. In the spirit of the successfully implemented new Strategy 2016 – 2020, however, it is now time to make room for other people on the Board of Direc- tors and for me to step down. I would like to thank you for the confidence which you have had in me and which I was continually aware of during my term in office.

Likewise, Meike Bütikofer will also step down from the Board of Directors at the coming Annual General Meeting. She has used her marketing knowledge and her experience in the area of strategic ! development to support the HOCHDORF Group during her eight years. We would like to thank Meike Bütikofer for the good collaboration and wish her much success and all the best in the future.

The Board of Directors has decided to reduce the board to seven members again. We recommend the election of Ulrike Sailer to the Board of Directors at the Annual General Meeting. She has many ! years of international experience in the areas of marketing, sales and brand positioning and can use her knowledge to support the HOCHDORF Group on the path to getting closer to the end consumer.

We recommend the election of Dr Daniel Suter as Chairperson at the Annual General Meeting on 5 May 2017.

Outlook › Page 10 et seq. The integration of the Pharmalys companies in the HOCHDORF Group will have a substantial impact on the balance sheet and the income statement. International milk markets have also sub- Business model, stantially recovered in recent months. Accordingly, we anticipate fairly stable milk quantities and strategy and markets slightly higher prices. In the current business year, we anticipate gross sales revenue of CHF 635 – 670 million and an EBIT as a percentage of production revenue between 6.1 and 6.6 %.

Without reliable suppliers, without the energetic and reliable dedication of our employees, without customers purchasing our products and without the support of our shareholders, the outstanding results in 2016 would not have been achieved. Therefore, we would like to thank you greatly for the confidence you have shown in us and for your support of the HOCHDORF Group.

Letter to the Shareholders | 03

6 HOCHDORF Annual Report 2016 The strategy of the HOCHDORF Group requires a high degree of dynamism and willingness to change at all corporate levels. The (interim) results that have been achieved attest to the fact that these attributes are actively embraced in the HOCHDORF Group. Stand 20.03.2017 Stand 20.03.2017

HOCHDORF share performance Shareholders according to breakdown at 31 December 2016

Number of shares Registered shareholders Share price development in 2016 1 – 10 225 ! The share price development for HOCHDORF Holding Ltd was extremely pleasing in 2016. The stock 11 – 100 1,025 achieved the second-best annual performance of all the securities listed on the SIX Swiss Exchange. 101 – 1,000 637 › The most noticeable price increase took place in the fourth quarter of 2016. The price at close of trad- Page 3 1,001 – 10,000 93 ing on 30 December 2016 was CHF 309.75 (31 December 2015: CHF 168.70). That represents a price 10,001 – 100,000 17 Share prices and charts increase of +83.6 %, while the Swiss Performance Index (SPI) recorded a zero-sum game over the 100,001 or more 1 whole of 2016. When viewed over the last five years (1.1.2012 – 30.12.2016), the price increase for Total 1,998 the HOCHDORF share amounted to +313 %. As of 31 December 2016, HOCHDORF Holding Ltd had 1,434,760 registered shares (no change over previous year). The market capitalisation also rose accordingly by +83.6 % to CHF 444.4 million (previous year: 242.0 million). Disclosure of equity holdings According to Article 120 of the Federal Act on Financial Market Infrastructures and Market Conduct Share prices and charts in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA), anyone who in direct or indirect consultation with third parties acquires or sells on his own account the shares of a Listing company based in Switzerland, the equity holdings of which are wholly or partially listed in HOCHDORF Holding Ltd is listed on the SIX ISIN CH0024666528 Switzerland, or of a company based abroad, the equity holdings of which are wholly or partially Swiss Exchange (ISIN CH0024666528). At the Securities number (VALOR) 2,466,652 listed in Switzerland, and thus reaches, falls short of or exceeds the limit value of 3, 5, 10, 15, 20, end of 2016, the market capitalisation was CHF Bloomberg code HOCN SW 444.4 million. 25, 33⅓, 50 or 66⅔ per cent of the voting rights, whether these are exercisable or not, must dis- Thomson Reuters code HOCN.S close this to the company and to the stock exchanges on which the equity holdings are listed.

Dividend Financial calendar On the basis of the good results and taking into account the major capital investments, the Board of › Annual General Meeting ! Directors is applying to the Annual General Meeting for a dividend payment from capital invest- 5 May 2017 ment reserves of CHF 3.80 per share (previous year CHF 3.70). With the slight dividend increase, a › Dividend payment dividend return of 1.23 % is achieved as at the closing date, 30 December 2016. This cautious and 11 May 2017 sustainable dividend policy will thus be continued. › Half-yearly statement 2017 17 August 2017 The dividend to be paid from capital investment reserves is tax free for natural persons resident in Switzerland who hold shares as personal assets. Key indicators for the HOCHDORF Holding Ltd stock

2016 2015 2014 2013 2012 Shareholders according to category at 31 December 2016 › Share capital at 31.12. TCHF 14,348 14,348 10,709 9,000 9,000 Page 64 Description Registered shareholders Number of shares at 31.12. Units 1,434,760 1,434,760 1,070,922 900,000 900,000 Information about Natural persons 1,837 Nominal value per share CHF 10.00 10.00 10.00 10.00 10.00 significant shareholders Legal entities 91 Profit/loss (–) per share CHF 14.12 11.73 17.45 6.95 –39.69 Pension funds 15 EBITDA per share CHF 23.25 21.23 25.40 20.11 15.91 Insurance companies 4 EBIT per share CHF 15.66 14.04 18.69 11.44 3.07 Investment company/fund 26 Cash flow (earned capital) per share CHF 22.45 17.33 23.63 20.14 15.01 Other trusts 5 Equity per share CHF 31.92 134.37 133.69 115.30 110.85 1) Banks 16 Dividend per share CHF 3.80 3.70 3.70 3.20 3.00 Public corporation 4 Peak price CHF 320.00 178.00 141.30 105.30 89.95 Total 1,998 Lowest price CHF 163.00 107.50 100.80 79.20 66.00 Price at close of trading on 31.12. CHF 309.75 168.70 138.00 104.00 88.25 Average trading volume per day Units 2,650 2,312 1,202 804 940 P/E (price/earnings ratio) at 31.12. 21.94 14.4 7.9 15.0 n.a. Dividend return % 1.23 2.19 2.68 3.08 3.40

1) Proposal of the Board of Directors to the Annual General Meeting.

04 | HOCHDORF share performance HOCHDORF share performance | 05

8 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

HOCHDORF share performance Shareholders according to breakdown at 31 December 2016

Number of shares Registered shareholders Share price development in 2016 1 – 10 225 The share price development for HOCHDORF Holding Ltd was extremely pleasing in 2016. The stock 11 – 100 1,025 achieved the second-best annual performance of all the securities listed on the SIX Swiss Exchange. 101 – 1,000 637 The most noticeable price increase took place in the fourth quarter of 2016. The price at close of trad- 1,001 – 10,000 93 ing on 30 December 2016 was CHF 309.75 (31 December 2015: CHF 168.70). That represents a price 10,001 – 100,000 17 increase of +83.6 %, while the Swiss Performance Index (SPI) recorded a zero-sum game over the 100,001 or more 1 whole of 2016. When viewed over the last five years (1.1.2012 – 30.12.2016), the price increase for Total 1,998 the HOCHDORF share amounted to +313 %. As of 31 December 2016, HOCHDORF Holding Ltd had 1,434,760 registered shares (no change over previous year). The market capitalisation also rose accordingly by +83.6 % to CHF 444.4 million (previous year: 242.0 million). Disclosure of equity holdings According to Article 120 of the Federal Act on Financial Market Infrastructures and Market Conduct + Share prices and charts in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA), anyone who in SIX direct or indirect consultation with third parties acquires or sells on his own account the shares of a Listing www.six-swiss- company based in Switzerland, the equity holdings of which are wholly or partially listed in exchange.com HOCHDORF Holding Ltd is listed on the SIX ISIN CH0024666528 Switzerland, or of a company based abroad, the equity holdings of which are wholly or partially Swiss Exchange (ISIN CH0024666528). At the Securities number (VALOR) 2,466,652 listed in Switzerland, and thus reaches, falls short of or exceeds the limit value of 3, 5, 10, 15, 20, end of 2016, the market capitalisation was CHF Bloomberg code HOCN SW 444.4 million. 25, 33⅓, 50 or 66⅔ per cent of the voting rights, whether these are exercisable or not, must dis- Thomson Reuters code HOCN.S close this to the company and to the stock exchanges on which the equity holdings are listed.

Dividend Financial calendar On the basis of the good results and taking into account the major capital investments, the Board of › Annual General Meeting ! Directors is applying to the Annual General Meeting for a dividend payment from capital invest- 5 May 2017 ment reserves of CHF 3.80 per share (previous year CHF 3.70). With the slight dividend increase, a › Dividend payment dividend return of 1.23 % is achieved as at the closing date, 30 December 2016. This cautious and 11 May 2017 sustainable dividend policy will thus be continued. › Half-yearly statement 2017 17 August 2017 The dividend to be paid from capital investment reserves is tax free for natural persons resident in Switzerland who hold shares as personal assets. Key indicators for the HOCHDORF Holding Ltd stock

2016 2015 2014 2013 2012 Shareholders according to category at 31 December 2016 Share capital at 31.12. TCHF 14,348 14,348 10,709 9,000 9,000

Description Registered shareholders Number of shares at 31.12. Units 1,434,760 1,434,760 1,070,922 900,000 900,000 Natural persons 1,837 Nominal value per share CHF 10.00 10.00 10.00 10.00 10.00 Legal entities 91 Profit/loss (–) per share CHF 14.12 11.73 17.45 6.95 –39.69 Pension funds 15 EBITDA per share CHF 23.25 21.23 25.40 20.11 15.91 Insurance companies 4 EBIT per share CHF 15.66 14.04 18.69 11.44 3.07 Investment company/fund 26 Cash flow (earned capital) per share CHF 22.45 17.33 23.63 20.14 15.01 Other trusts 5 Equity per share CHF 31.92 134.37 133.69 115.30 110.85 1) Banks 16 Dividend per share CHF 3.80 3.70 3.70 3.20 3.00 Public corporation 4 Peak price CHF 320.00 178.00 141.30 105.30 89.95 Total 1,998 Lowest price CHF 163.00 107.50 100.80 79.20 66.00 Price at close of trading on 31.12. CHF 309.75 168.70 138.00 104.00 88.25 Average trading volume per day Units 2,650 2,312 1,202 804 940 P/E (price/earnings ratio) at 31.12. 21.94 14.4 7.9 15.0 n.a. Dividend return % 1.23 2.19 2.68 3.08 3.40

1) Proposal of the Board of Directors to the Annual General Meeting.

04 | HOCHDORF share performance HOCHDORF share performance | 05

HOCHDORF shares 9 Stand 20.03.2017 Stand 20.03.2017

Cereals & Ingredients Business model, strategy and markets The fields of activity covered by this area came to the Group via acquisitions. The companies operate in niche markets with healthy products. The HOCHDORF Group is one of the leading food companies in Switzerland. The company operates in the areas of Milk Derivatives, Baby Care and Cereals & Ingredients. The Group’s core area of expertise › Healthy VIOGERM® wheat germ products form the centrepiece of the Cereals & Ingredients Divi- lies in developing, producing and marketing powder products based on milk and whey, as well as pro- sion of HOCHDORF Swiss Nutrition Ltd. The company occupies a leading position in the market ducing and marketing high-quality cereals. With its holding in Uckermärker Milch GmbH, HOCHDORF for stabilised wheat germ and wheat germ oil. The product range is rounded off by FEMTORP® is also active in the area of butter, buttermilk and curds in Germany. instant dessert products as well as various cereals for the baking industry. This company frequently works with its customers to develop new healthy consumer products. As an international food company, the entire Group identifies with the typically Swiss values of › Marbacher Ölmühle GmbH, Marbach (D), has been producing various organic vegetable oils and «reliability», «quality» and «precision». Today, the Group largely operates in the business-to-busi- flours since 1899. In the process, the company sets great store by the origin, quality and traceabil- + ness sector. The Group targets its products at rapidly growing, non-saturated markets. In the process, ity of its oil seeds as well as gentle processing and filling. HOCHDORF focuses on the premium product segments and offers its customers correspondingly › HOCHDORF South Africa Ltd based in Cape Town was set up in 2015. The company develops The HOCHDORF Group high benefits and service. and produces high-quality chocolate and sells it to business customers and consumers exclusively sees itself as a globally active, independent and on the African continent. The HOCHDORF Group owns a 90 % stake in this company. agile Swiss company that Dairy Ingredients is organised as a medi- The roots of the HOCHDORF Group lie in the production of different milk powders. In 2016, this Gross sales revenue by region um-sized business. division was responsible for almost three quarters of gross sales revenue. The following companies form part of the Dairy Ingredients division:

› The Dairy Ingredients Division of HOCHDORF Swiss Nutrition Ltd operates mainly in Switzer- land. With its years of experience, the company specialises in products with dairy ingredients. It is › an important supplier of cream, roller-dried whole milk powder, fat powder, milk and whey pro- Page 28 et seq. tein powder, as well as whey powder, to the (Swiss) food industry. Dairy Ingredients report › HOCHDORF Baltic Milk UAB is based in Medeikiai (Lithuania). It develops, produces and sells powder products from milk and whey. The company’s focus lies on milk filtration and milk dry- ing processes. The majority of the products are exported. › Uckermärker Milch GmbH, Prenzlau (D), processes milk to make butter, curd and dried milk products. Buttermilk has also been filled in pots at this location since 2015. The products are mar- keted nationally and internationally. The HOCHDORF Group owns a 60 % share of this company.

Baby Care + HOCHDORF has a long tradition in the production of infant formula stretching back many years. Greater emphasis has been placed on the global focus of this division since 2006. In 2016, the HOCHDORF has been HOCHDORF Group earned around 22 % of its revenue with infant formula. manufacturing food for children since 1908. › The Baby Care Division of HOCHDORF Swiss Nutrition Ltd exports more than 90 % of its prod- Strategy 2017 – 2021 continues on the route we have chosen › ucts. The broad product range includes milk products made in Switzerland for pregnant women, Our goal is to turn HOCHDORF into a global, profitable niche company with premium products. As a Page 32 et seq. infants and young children. The products are exclusively located in the premium segment. company operating in certain niche markets, HOCHDORF wants to preserve the agility of a mid-sized Baby Care report › The HOCHDORF Group holds a 60 % stake in HOCHDORF Americas Ltd. The company sells company and show the entrepreneurial spirit required to conquer new markets. HOCHDORF infant formula in Latin American countries. Forward integration, i.e. taking a step closer to the consumer, forms an important part of the new strategy. The company is initially aiming to take this step in the Baby Care Division. Joining forces with customers in the MEA region and/or Asia represents the ideal scenario. The intention is also to establish the company’s own brands in all business areas.

06 | Business model, strategy and markets Business model, strategy and markets | 07

10 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017 Stand 20.03.2017

Cereals & Ingredients CerealsThe fields & of Ingredients activity covered by this area came to the Group via acquisitions. The companies operate › Business model, strategy and markets Thein niche fields markets of activity with covered healthy by products. this area came to the Group via acquisitions. The companies operate Page 35 et seq. in niche markets with healthy products. Cereals & The HOCHDORF Group is one of the leading food companies in Switzerland. The company operates in › Healthy VIOGERM® wheat germ products form the centrepiece of the Cereals & Ingredients Divi- Ingredients report the areas of Milk Derivatives, Baby Care and Cereals & Ingredients. The Group’s core area of expertise › Healthysion of HOCHDORF VIOGERM® Swisswheat Nutrition germ products Ltd. The form company the centrepiece occupies aof leading the Cereals position & Ingredients in the marketDivi- lies in developing, producing and marketing powder products based on milk and whey, as well as pro- sionfor stabilised of HOCHDORF wheat germSwiss and Nutrition wheat Ltd.germ The oil. company The product occupies range a isleading rounded position off by inFEMTORP the market® ® ducing and marketing high-quality cereals. With its holding in Uckermärker Milch GmbH, HOCHDORF forinstant stabilised dessert wheat products germ as andwell wheat as various germ cereals oil. The for product the baking range industry is rounded. This companyoff by FEMTORP frequently is also active in the area of butter, buttermilk and curds in Germany. instantworks with dessert its customersproducts as to well develop as various new healthy cereals forconsumer the baking products. industry. This company frequently › worksMarbacher with Ölmühleits customers GmbH, to develop Marbach new (D), healthy has been consumer producing products. various organic vegetable oils and + Marbacher Ölmühle GmbH, Marbach (D), has been producing various organic vegetable oils and Page 36 As an international food company, the entire Group identifies with the typically Swiss values of › flours since 1899. In the process, the company sets great store by the origin, quality and traceabil- «reliability», «quality» and «precision». Today, the Group largely operates in the business-to-busi- flours since 1899. In the process, the company sets great store by the origin, quality and traceabil- ity of its oil seeds as well as gentle processing and filling. Three oils won an inter- ness sector. The Group targets its products at rapidly growing, non-saturated markets. In the process, ity of its oil seeds as well as gentle processing and filling. › HOCHDORF South Africa Ltd based in Cape Town was set up in 2015. The company develops national award in 2016. HOCHDORF focuses on the premium product segments and offers its customers correspondingly › HOCHDORF South Africa Ltd based in Cape Town was set up in 2015. The company develops and produces high-quality chocolate and sells it to business customers and consumers exclusively high benefits and service. and produces high-quality chocolate and sells it to business customers and consumers exclusively on the African continent. The HOCHDORF Group owns a 90 % stake in this company. Dairy Ingredients The roots of the HOCHDORF Group lie in the production of different milk powders. In 2016, this Gross sales revenue by region division was responsible for almost three quarters of gross sales revenue. The following companies form part of the Dairy Ingredients division:

› The Dairy Ingredients Division of HOCHDORF Swiss Nutrition Ltd operates mainly in Switzer- land. With its years of experience, the company specialises in products with dairy ingredients. It is an important supplier of cream, roller-dried whole milk powder, fat powder, milk and whey pro- tein powder, as well as whey powder, to the (Swiss) food industry. › HOCHDORF Baltic Milk UAB is based in Medeikiai (Lithuania). It develops, produces and sells powder products from milk and whey. The company’s focus lies on milk filtration and milk dry- ing processes. The majority of the products are exported. › Uckermärker Milch GmbH, Prenzlau (D), processes milk to make butter, curd and dried milk products. Buttermilk has also been filled in pots at this location since 2015. The products are mar- keted nationally and internationally. The HOCHDORF Group owns a 60 % share of this company.

Baby Care HOCHDORF has a long tradition in the production of infant formula stretching back many years. Greater emphasis has been placed on the global focus of this division since 2006. In 2016, the HOCHDORF Group earned around 22 % of its revenue with infant formula.

› The Baby Care Division of HOCHDORF Swiss Nutrition Ltd exports more than 90 % of its prod- Strategy 2017 – 2021 continues on the route we have chosen ucts. The broad product range includes milk products made in Switzerland for pregnant women, OurStrategy goal is 2017 to turn– 2021 HOCHDORF continues into on a theglobal, route profitable we have niche chosen company with premium products. As a infants and young children. The products are exclusively located in the premium segment. companyOur goal isoperating to turn HOCHDORF in certain niche into markets, a global, HOCHDORFprofitable nichewants company to preserve with thepremium agility products.of a mid-sized As a › The HOCHDORF Group holds a 60 % stake in HOCHDORF Americas Ltd. The company sells company andoperating show inthe certain entrepreneurial niche markets, spirit HOCHDORFrequired to conquerwants to new preserve markets. the agility of a mid-sized HOCHDORF infant formula in Latin American countries. company and show the entrepreneurial spirit required to conquer new markets. Forward integration, i.e. taking a step closer to the consumer, forms an important part of the new strategyForward. Theintegration, company i.e. is takinginitially a aimingstep closer to take to the this consumer step in the, forms Baby an Care important Division. part Joining of the forces new withstrategy customers. The company in the MEA is initially region aiming and/or to Asia take represents this step in the the ideal Baby scenario. Care Division. The intention Joining is forces also to establishwith customers the company’ in the MEAs own region brands and/or in all businessAsia represents areas. the ideal scenario. The intention is also to establish the company’s own brands in all business areas.

06 | Business model, strategy and markets Business model, strategy and markets | 07

Business model, strategy and markets | 07 Business model, strategy and markets 11 Stand 20.03.2017 Stand 20.03.2017 Stand 20.03.2017

Strategy and markets for Cereals & Ingredients The development and marketing of new, high value-added products represents a second major step TheStrategyCereals and & Ingredientsmarkets forDivision Cereals occupies & Ingredients a strong position in the domestic market of Switzerland towards achieving the company’s goal. The new products focus on customer benefit and offer high withThe Cereals its gently & Ingredientspressed VIOGERMDivision® occupieswheat germ a strong products. position The in challenge the domestic is to defendmarket thisof Switzerland position. added value; they include, for example, base powders for producing infant formula or instantised ® withWe intend its gently to expand pressed our VIOGERM global activitieswheat using germ ourproducts. production The challenge facility in is Marbach to defend (D) this as position.our base. milk powder. We intend to expand our global activities using our production facility in Marbach (D) as our base. Production at the oil mill in Marbach will be optimised and expanded. The company concentrates In every market, HOCHDORF positions itself as a specialist with its products. Proximity to its part- Production at the oil mill in Marbach will be optimised and expanded. The company concentrates primarily on organic vegetable oils and specialist flours made from the press cake. We demand high ners and its high degree of flexibility enables HOCHDORF to differentiate itself from other market primarily on organic vegetable oils and specialist flours made from the press cake. We demand high quality when it comes to raw materials and so we work closely with our raw materials suppliers. In participants through its integrated product and marketing concepts. In order to attain the goals it quality when it comes to raw materials and so we work closely with our raw materials suppliers. In has set itself, every business unit will develop such premium products and use them to establish this way we are able to guarantee maximum traceability. itself in its target markets. On the product side, Cereals & Ingredients is preparing to enter the Kids’ Food area. The demand for + On the product side, Cereals & Ingredients is preparing to enter the Kids’ Food area. The demand for The aspiration to operate in premium segments is matched by correspondingly high quality stan- healthy, tasty food for children and the need for customers to extend their product range are gathering dards in HOCHDORF’s production facilities. The aim here is to optimise production processes and strength. With its VIOGERM® wheat germ products and various organic vegetable oils, HOCHDORF More at: strength. With its VIOGERM wheat germ products and various organic vegetable oils, HOCHDORF www.hochdorf.com/en/ quality assurance. The efficiency of existing processes is regularly reviewed by means of key indica- has built a solid base upon which to service these needs. The products will be sold under our own company/quality tors. A further objective involves optimising the supply chain throughout the entire Group. brand and also as business-to-business products in existing partner networks.

The HOCHDORF Group is aware that many natural resources and a lot of energy are required to Distribution gross sales revenue › produce its products. We aim to treat all resources sustainably and in ways that are environmentally Page 103 et seq. friendly. Among other things, we make sure that plants are highly energy-efficient when we com- Energy consumption mit to new investments.

Strategy and markets for Dairy Ingredients › The aim is for the Dairy Ingredients business to develop on a sustainably global level from a strong Page 28 et seq. Swiss base. Cooperation between the four milk plants, Hochdorf, Sulgen, Prenzlau and Medeikiai, will be optimised to the greatest extent possible and the product portfolio sensibly combined. Dairy Ingredients report

We intend to defend our market position in Switzerland, including in the area of roller-dried whole milk powder. As a Swiss expert for roller-dried whole milk powder, we are planning to make global capital from this knowledge. At the same time, we want to develop, produce and market new prod- ucts with high added value across all our production plants. We position new HOCHDORF products as a premium alternative with corresponding service in the markets.

The aim with all our activities is to pay attention to the various underlying conditions and build them sensibly into the operational implementation process. Milk procurement represents an impor- tant element here. It is to be adapted to fit with the requirements of the production facilities.

Strategy and markets for Baby Care The Baby Care Division is globally structured and we plan for it to achieve further growth with existing customers in Asia, the Near East and Africa. We are looking for new partners, above all in › the emerging markets of Latin America and in larger Asian countries where HOCHDORF is not yet Page 32 et seq. operating. As a USP, along with Swissness, we want to be able to continue offering our customers a Baby Care report modern and complete product range of children’s nutritional specialities in line with our premium strategy. In the medium term, the Baby Care Division wants to get closer to the consumer in the value chain with its own brands in selected markets (keyword: forward integration).

On the production side, we are seeking to optimise existing capacity for the production of infant for- mula. At the same time, we will adapt production capacity to meet the high demand. The new spray drying tower line for manufacturing and filling Swiss-made infant formula in Sulgen is expected to start operating in the first quarter of 2018.

At our Prenzlau facility, we are planning to produce basic products for infant formula production to meet market demand. Several global partners are interested in such high-quality products for man- ufacturing infant formula. Production of these base powders represents a first step in establishing the expertise to produce infant formula at the Prenzlau facility.

08 | Business model, strategy and markets Interview «With the forward integration we are also now responsible for brands.» | 09

Interview «With the forward integration we are also now responsible for brands.» | 09 12 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017 Stand 20.03.2017

Strategy and markets for Cereals & Ingredients › The development and marketing of new, high value-added products represents a second major step TheStrategyCereals and & Ingredientsmarkets forDivision Cereals occupies & Ingredients a strong position in the domestic market of Switzerland Page 35 et seq. towards achieving the company’s goal. The new products focus on customer benefit and offer high The Cereals & Ingredients Division® occupies a strong position in the domestic market of Switzerland with its gently pressed VIOGERM wheat germ products. The challenge is to defend this position. Cereals & Ingredients added value; they include, for example, base powders for producing infant formula or instantised ® withWe intend its gently to expand pressed our VIOGERM global activitieswheat using germ ourproducts. production The challenge facility in is Marbach to defend (D) this as position.our base. report milk powder. We intend to expand our global activities using our production facility in Marbach (D) as our base. Production at the oil mill in Marbach will be optimised and expanded. The company concentrates In every market, HOCHDORF positions itself as a specialist with its products. Proximity to its part- Production at the oil mill in Marbach will be optimised and expanded. The company concentrates primarily on organic vegetable oils and specialist flours made from the press cake. We demand high ners and its high degree of flexibility enables HOCHDORF to differentiate itself from other market primarily on organic vegetable oils and specialist flours made from the press cake. We demand high quality when it comes to raw materials and so we work closely with our raw materials suppliers. In participants through its integrated product and marketing concepts. In order to attain the goals it quality when it comes to raw materials and so we work closely with our raw materials suppliers. In has set itself, every business unit will develop such premium products and use them to establish this way we are able to guarantee maximum traceability. itself in its target markets. On the product side, Cereals & Ingredients is preparing to enter the Kids’ Food area. The demand for The aspiration to operate in premium segments is matched by correspondingly high quality stan- healthy, tasty food for children and the need for customers to extend their product range are gathering dards in HOCHDORF’s production facilities. The aim here is to optimise production processes and strength. With its VIOGERM® wheat germ products and various organic vegetable oils, HOCHDORF quality assurance. The efficiency of existing processes is regularly reviewed by means of key indica- has built a solid base upon which to service these needs. The products will be sold under our own tors. A further objective involves optimising the supply chain throughout the entire Group. brand and also as business-to-business products in existing partner networks.

The HOCHDORF Group is aware that many natural resources and a lot of energy are required to Distribution gross sales revenue produce its products. We aim to treat all resources sustainably and in ways that are environmentally friendly. Among other things, we make sure that plants are highly energy-efficient when we com- mit to new investments.

Strategy and markets for Dairy Ingredients The aim is for the Dairy Ingredients business to develop on a sustainably global level from a strong Swiss base. Cooperation between the four milk plants, Hochdorf, Sulgen, Prenzlau and Medeikiai, will be optimised to the greatest extent possible and the product portfolio sensibly combined.

We intend to defend our market position in Switzerland, including in the area of roller-dried whole milk powder. As a Swiss expert for roller-dried whole milk powder, we are planning to make global capital from this knowledge. At the same time, we want to develop, produce and market new prod- ucts with high added value across all our production plants. We position new HOCHDORF products as a premium alternative with corresponding service in the markets.

The aim with all our activities is to pay attention to the various underlying conditions and build them sensibly into the operational implementation process. Milk procurement represents an impor- tant element here. It is to be adapted to fit with the requirements of the production facilities.

Strategy and markets for Baby Care The Baby Care Division is globally structured and we plan for it to achieve further growth with existing customers in Asia, the Near East and Africa. We are looking for new partners, above all in the emerging markets of Latin America and in larger Asian countries where HOCHDORF is not yet operating. As a USP, along with Swissness, we want to be able to continue offering our customers a modern and complete product range of children’s nutritional specialities in line with our premium strategy. In the medium term, the Baby Care Division wants to get closer to the consumer in the value chain with its own brands in selected markets (keyword: forward integration).

On the production side, we are seeking to optimise existing capacity for the production of infant for- mula. At the same time, we will adapt production capacity to meet the high demand. The new spray drying tower line for manufacturing and filling Swiss-made infant formula in Sulgen is expected to start operating in the first quarter of 2018.

At our Prenzlau facility, we are planning to produce basic products for infant formula production to meet market demand. Several global partners are interested in such high-quality products for man- ufacturing infant formula. Production of these base powders represents a first step in establishing the expertise to produce infant formula at the Prenzlau facility.

08 | Business model, strategy and markets Interview «With the forward integration we are also now responsible for brands.» | 09

Interview «With the forward integration we are also now responsible for brands.» | 09 Business model, strategy and markets 13 Stand 20.03.2017 Stand 20.03.2017

«With the forward integration we are also now responsible for brands.»

Dr Thomas Eisenring, the 2016 business year is now one for the books. How satisfied are you with the business year as a whole? › Fundamentally, I am very satisfied. However, I am of the opinion that we could have done even better.

What circumstances prevented even better results? › It is no secret that we had to deal with very difficult market conditions in the EU; we, too, are not immune to them. We reduced volumes there in order to avoid the worst. Furthermore, we incurred restructuring costs at Marbacher Ölmühle, which we did not anticipate.

Despite the difficult market conditions, the financial results of the HOCHDORF Group were better than ever before in its history. What factors led to these outstanding results? › The most important factor was very certainly the strong results at HOCHDORF Swiss Nutrition. All three business divisions made a contribution to the good earnings, with the results in the Cereals & Ingredients and Baby Care divisions coming in significantly above expectations. We were able to How are you planning to integrate the Pharmalys companies in the HOCHDORF Group? increase our productivity once again. And what new tasks must HOCHDORF specifically overcome? What, in brief, were the specific challenges in the three business divisions, Dairy Ingredi- › Fundamentally, I do not like this term «integration of Pharmalys in the HOCHDORF Group». ents, Baby Care and Cereals & Ingredients? Pharmalys will not become HOCHDORF or vice-versa. A new company will emerge out of this that › In the Dairy Ingredients division, we had somewhat less milk in Switzerland in the second half of wants to generate value for all involved parties. The important thing is that we integrate all adminis- the year, and it was not always easy to fulfil all customer contracts. In the EU we had to deal with trative processes at HOCHDORF and safety-relevant aspects are controlled and monitored. Our cor- extreme price fluctuations, e.g. in the area of cream and butter, which made profitable business porate governance must naturally also apply to all. If, however, it is a matter of marketing infant impossible, above all in the second half of the year. formula in countries in the MEA region, then it involves processes that we can hardly affect.

In the Baby Care division we also had difficulties with our capacities again this year, but we were Can the distribution channels from Pharmalys be used for other HOCHDORF products? If able to achieve and sell one month’s more production than in the prior year; since everyone did a yes, for what products is that planned? good job. Otherwise, the new Food Safety Law in China kept us on tenterhooks that importing › Yes, and work is well under way here. One of the most important projects for me is the develop- infant formula would be much more difficult. ment of instant milk that is also consumed after baby age. Here, however, we still have some work to do. In April, HOCHDORF South Africa will have diabetes chocolate ready for the market, and it In the Cereals & Ingredients division, we face very important decisions. In 2016, Cereals & Ingredi- will be sold through the Pharmalys distribution network. In the Cereals & Ingredients division, there ents generated outstanding results; certain contracts, however, will run into the future, and we gave will be numerous other products that are suited for sales through this network; they include, for strategic consideration in 2016 to various options with regard to how the division should be devel- example, our healthy crisps and dietary supplements. oped in future. When we have the right business model here, it could become a big thing. Internationalisation always has a human component. HOCHDORF will turn into an inter- The forward integration is an important part of the strategy, and a first step was taken cultural company. To what extent will this affect the corporate culture of HOCHDORF? with the majority stake in Pharmalys. What impact will this majority stake have on › Today we are already an inter-cultural company; this will clearly become more intensive, but is HOCHDORF? fundamentally nothing new for us. The different perspectives resulting from the various business › With the acquisition of the majority stake in Pharmalys, we are also now responsible for the brands models are much more interesting. As we formulated the press release upon closing the deal, I paid «Primalac» and «Swisslac»; our responsibility has therefore increased significantly. We will also have attention, for example, to meeting the requirements according to stock corporation law, while Amir to deal with these brands and develop them; that is new for HOCHDORF. On the other hand, we will Mechria, the Managing Director of Pharmalys, also saw it as a promotional message. see big changes in margins; I am assuming that our absolute EBIT will rise significantly this year.

10 | Interview «With the forward integration we are also now responsible for brands.» Interview «With the forward integration we are also now responsible for brands.» | 11

14 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

«With the forward integration we are also now responsible for brands.»

Dr Thomas Eisenring, the 2016 business year is now one for the books. How satisfied are you with the business year as a whole? › Fundamentally, I am very satisfied. However, I am of the opinion that we could have done even better.

What circumstances prevented even better results? › It is no secret that we had to deal with very difficult market conditions in the EU; we, too, are not immune to them. We reduced volumes there in order to avoid the worst. Furthermore, we incurred restructuring costs at Marbacher Ölmühle, which we did not anticipate.

Despite the difficult market conditions, the financial results of the HOCHDORF Group were better than ever before in its history. What factors led to these outstanding results? › The most important factor was very certainly the strong results at HOCHDORF Swiss Nutrition. All three business divisions made a contribution to the good earnings, with the results in the Cereals & Ingredients and Baby Care divisions coming in significantly above expectations. We were able to How are you planning to integrate the Pharmalys companies in the HOCHDORF Group? increase our productivity once again. And what new tasks must HOCHDORF specifically overcome? What, in brief, were the specific challenges in the three business divisions, Dairy Ingredi- › Fundamentally, I do not like this term «integration of Pharmalys in the HOCHDORF Group». ents, Baby Care and Cereals & Ingredients? Pharmalys will not become HOCHDORF or vice-versa. A new company will emerge out of this that › In the Dairy Ingredients division, we had somewhat less milk in Switzerland in the second half of wants to generate value for all involved parties. The important thing is that we integrate all adminis- the year, and it was not always easy to fulfil all customer contracts. In the EU we had to deal with trative processes at HOCHDORF and safety-relevant aspects are controlled and monitored. Our cor- extreme price fluctuations, e.g. in the area of cream and butter, which made profitable business porate governance must naturally also apply to all. If, however, it is a matter of marketing infant impossible, above all in the second half of the year. formula in countries in the MEA region, then it involves processes that we can hardly affect.

In the Baby Care division we also had difficulties with our capacities again this year, but we were Can the distribution channels from Pharmalys be used for other HOCHDORF products? If able to achieve and sell one month’s more production than in the prior year; since everyone did a yes, for what products is that planned? good job. Otherwise, the new Food Safety Law in China kept us on tenterhooks that importing › Yes, and work is well under way here. One of the most important projects for me is the develop- infant formula would be much more difficult. ment of instant milk that is also consumed after baby age. Here, however, we still have some work to do. In April, HOCHDORF South Africa will have diabetes chocolate ready for the market, and it In the Cereals & Ingredients division, we face very important decisions. In 2016, Cereals & Ingredi- will be sold through the Pharmalys distribution network. In the Cereals & Ingredients division, there ents generated outstanding results; certain contracts, however, will run into the future, and we gave will be numerous other products that are suited for sales through this network; they include, for strategic consideration in 2016 to various options with regard to how the division should be devel- example, our healthy crisps and dietary supplements. oped in future. When we have the right business model here, it could become a big thing. Internationalisation always has a human component. HOCHDORF will turn into an inter- The forward integration is an important part of the strategy, and a first step was taken cultural company. To what extent will this affect the corporate culture of HOCHDORF? with the majority stake in Pharmalys. What impact will this majority stake have on › Today we are already an inter-cultural company; this will clearly become more intensive, but is HOCHDORF? fundamentally nothing new for us. The different perspectives resulting from the various business › With the acquisition of the majority stake in Pharmalys, we are also now responsible for the brands models are much more interesting. As we formulated the press release upon closing the deal, I paid «Primalac» and «Swisslac»; our responsibility has therefore increased significantly. We will also have attention, for example, to meeting the requirements according to stock corporation law, while Amir to deal with these brands and develop them; that is new for HOCHDORF. On the other hand, we will Mechria, the Managing Director of Pharmalys, also saw it as a promotional message. see big changes in margins; I am assuming that our absolute EBIT will rise significantly this year.

10 | Interview «With the forward integration we are also now responsible for brands.» Interview «With the forward integration we are also now responsible for brands.» | 11

Interview 15 Stand 20.03.2017 Stand 20.03.2017

Key word Strategy 2016 – 2020: How satisfied are you with the implementation – inde- The foreign plants in Dairy Ingredients enjoyed a strong tailwind in 2016. What measures pendently of the forward integration? are taken so that these plants will also be able to withstand market changes in future? › I am not very satisfied with the result of our product offensive, even if we can celebrate some › Fundamentally, it is very difficult in the EU to react quickly enough to market conditions, above limited success. But we should not forget that we are using a limited number of resources and doing all, if the volatility is as great as it was last year. Since we are not organised as a cooperative things we have never done before and doing them in a technical environment that we are not (Genossenschaft) and cannot compensate with the milk price, there is only one long-term solution: entirely familiar with. But Rome was not built in one day. we must manufacture products with higher added value.

The can lines and tower 8 areas have developed well. At Niro 4 in Hochdorf, we have somewhat You want to increase investments in Kids’ Food and in your own brands in the Cereals & rolled back capacity utilisation for the benefit of food safety, which has also increased efficiency as Ingredients division. What are the next steps and what is to be expected in the current measured on the good end product, however. Where I still see potential is in purchasing; we must business year? also improve there. › We need a location in the EU for the Cereals & Ingredients division. In Switzerland, we have more than double the costs that we have in Germany, for example. Furthermore, we must have all What is the strategic focus for HOCHDORF in 2017? the technologies in our own company for Kids’ Food products, preferably even in the same plant. › Fundamentally, we will systematically continue our Strategy 2016 – 2020. In 2017, I see us We are in the evaluation phase of various alternatives and I hope that we will be able to put our focusing on cross-selling in the Pharmalys network, developing the business model in the Cereals & money where our mouth is this year. Ingredients division, and ensuring the systematic profitability of the Dairy Ingredients division across all locations. The Marbacher Ölmühle has belonged to the HOCHDORF Group since 2015. How is the plant integrated into the Group, and what is still needed? In the area of infant formula, HOCHDORF is investing in a new spray tower line for the › The Marbacher Ölmühle was basically a construction site in 2016; a good example of the fact that production of high-quality infant formula. The line should be ready for production in the acquisitions can have their pitfalls despite serious due diligence. For the most part, we have replaced first quarter of 2018. When will the new spray tower line operate at full capacity? What half the staff and completely changed the order structure. With the current set-up, I am of the opin- measures are being taken so that the tower can be filled as quickly as possible? ion that Marbacher Ölmühle will achieve its targets. › We assume that the new tower will run at full capacity in 2022. We can expand certain projects such as the tenders in Egypt, but we also have a very promising project pipeline. Furthermore, we With the forward integration, the risks for the HOCHDORF Group have also certainly have created the position of Chief Sales Officer, which does not deal with anything other than new increased. What do you think are the greatest risks that HOCHDORF has to face? customer acquisition. › I am often asked this question and have my own opinion on this. Fundamentally, it is correct that our players are strewn across the entire world, and we assume responsibility for our own Where are the greatest opportunities, risks and challenges in the Baby Care division in 2017? brands. At first, this sounds riskier than before. But another critical aspect changed with the forward › Fundamentally, we have gained the greatest opportunities in this area with the acquisition of the integration: in the past, Pharmalys was simply one of our customers and we had minimal influence. majority stake in Pharmalys. Today, we have direct influence on all of Pharmalys’s activities and can co-shape the entire develop- ment; I feel a lot better as a result of this. A challenge that we can handle quite well, however, is that of formulations. We must change them so that they are in compliance with the new requirements for the EU and are state-of-the-art from a I see the greatest risks as lying elsewhere. After the decision to invest in more capacity for the pro- scientific perspective. We are also focusing on increasing capacity, process optimisation of the facili- duction of infant formula in Switzerland rather than in Germany, a new business model had to be ties and the preparatory work for process development of the new production line. found for our plant in Prenzlau. Today, the plant operates with almost 200 million in turnover and is thus close to the red. That is risky. Furthermore, I am worried about the labour market in Switzer- The new regulation in China is not quite without risks. It stipulates that, in future, every brand land. It is becoming increasingly difficult to find qualified staff who want to work in four-shift oper- available on the market must undergo an approval procedure. This procedure will be introduced this ations. year and it involves some uncertainties. In addition, the registration process for each individual brand is relatively elaborate. In addition to strategic projects, the daily business will continue. Can you sum up what the market and order situation is like in the individual business areas? In the Dairy Ingredients division, HOCHDORF wants to increasingly invest in special › The order situation is good in all areas. Obtaining orders is usually not the problem; a much more powder such as instant milk powder, for example. Where are these products produced critical question is the price. I am not expecting any quantity or price surprises in 2017. and for what markets are they interesting? › We can produce less complex powder for industrial applications in Prenzlau. We expect that we will be able to use the existing special towers from partners for high-quality powder in the business-to-cus- tomer area. There is enough spraying capacity on the market, and we do not need to develop our own to start with.

12 | Interview «With the forward integration we are also now responsible for brands.» Interview «With the forward integration we are also now responsible for brands.» | 13

16 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

Key word Strategy 2016 – 2020: How satisfied are you with the implementation – inde- The foreign plants in Dairy Ingredients enjoyed a strong tailwind in 2016. What measures pendently of the forward integration? are taken so that these plants will also be able to withstand market changes in future? › I am not very satisfied with the result of our product offensive, even if we can celebrate some › Fundamentally, it is very difficult in the EU to react quickly enough to market conditions, above limited success. But we should not forget that we are using a limited number of resources and doing all, if the volatility is as great as it was last year. Since we are not organised as a cooperative things we have never done before and doing them in a technical environment that we are not (Genossenschaft) and cannot compensate with the milk price, there is only one long-term solution: entirely familiar with. But Rome was not built in one day. we must manufacture products with higher added value.

The can lines and tower 8 areas have developed well. At Niro 4 in Hochdorf, we have somewhat You want to increase investments in Kids’ Food and in your own brands in the Cereals & rolled back capacity utilisation for the benefit of food safety, which has also increased efficiency as Ingredients division. What are the next steps and what is to be expected in the current measured on the good end product, however. Where I still see potential is in purchasing; we must business year? also improve there. › We need a location in the EU for the Cereals & Ingredients division. In Switzerland, we have more than double the costs that we have in Germany, for example. Furthermore, we must have all What is the strategic focus for HOCHDORF in 2017? the technologies in our own company for Kids’ Food products, preferably even in the same plant. › Fundamentally, we will systematically continue our Strategy 2016 – 2020. In 2017, I see us We are in the evaluation phase of various alternatives and I hope that we will be able to put our focusing on cross-selling in the Pharmalys network, developing the business model in the Cereals & money where our mouth is this year. Ingredients division, and ensuring the systematic profitability of the Dairy Ingredients division across all locations. The Marbacher Ölmühle has belonged to the HOCHDORF Group since 2015. How is the plant integrated into the Group, and what is still needed? In the area of infant formula, HOCHDORF is investing in a new spray tower line for the › The Marbacher Ölmühle was basically a construction site in 2016; a good example of the fact that production of high-quality infant formula. The line should be ready for production in the acquisitions can have their pitfalls despite serious due diligence. For the most part, we have replaced first quarter of 2018. When will the new spray tower line operate at full capacity? What half the staff and completely changed the order structure. With the current set-up, I am of the opin- measures are being taken so that the tower can be filled as quickly as possible? ion that Marbacher Ölmühle will achieve its targets. › We assume that the new tower will run at full capacity in 2022. We can expand certain projects such as the tenders in Egypt, but we also have a very promising project pipeline. Furthermore, we With the forward integration, the risks for the HOCHDORF Group have also certainly have created the position of Chief Sales Officer, which does not deal with anything other than new increased. What do you think are the greatest risks that HOCHDORF has to face? customer acquisition. › I am often asked this question and have my own opinion on this. Fundamentally, it is correct that our players are strewn across the entire world, and we assume responsibility for our own Where are the greatest opportunities, risks and challenges in the Baby Care division in 2017? brands. At first, this sounds riskier than before. But another critical aspect changed with the forward › Fundamentally, we have gained the greatest opportunities in this area with the acquisition of the integration: in the past, Pharmalys was simply one of our customers and we had minimal influence. majority stake in Pharmalys. Today, we have direct influence on all of Pharmalys’s activities and can co-shape the entire develop- ment; I feel a lot better as a result of this. A challenge that we can handle quite well, however, is that of formulations. We must change them so that they are in compliance with the new requirements for the EU and are state-of-the-art from a I see the greatest risks as lying elsewhere. After the decision to invest in more capacity for the pro- scientific perspective. We are also focusing on increasing capacity, process optimisation of the facili- duction of infant formula in Switzerland rather than in Germany, a new business model had to be ties and the preparatory work for process development of the new production line. found for our plant in Prenzlau. Today, the plant operates with almost 200 million in turnover and is thus close to the red. That is risky. Furthermore, I am worried about the labour market in Switzer- The new regulation in China is not quite without risks. It stipulates that, in future, every brand land. It is becoming increasingly difficult to find qualified staff who want to work in four-shift oper- available on the market must undergo an approval procedure. This procedure will be introduced this ations. year and it involves some uncertainties. In addition, the registration process for each individual brand is relatively elaborate. In addition to strategic projects, the daily business will continue. Can you sum up what the market and order situation is like in the individual business areas? In the Dairy Ingredients division, HOCHDORF wants to increasingly invest in special › The order situation is good in all areas. Obtaining orders is usually not the problem; a much more powder such as instant milk powder, for example. Where are these products produced critical question is the price. I am not expecting any quantity or price surprises in 2017. and for what markets are they interesting? › We can produce less complex powder for industrial applications in Prenzlau. We expect that we will be able to use the existing special towers from partners for high-quality powder in the business-to-cus- tomer area. There is enough spraying capacity on the market, and we do not need to develop our own to start with.

12 | Interview «With the forward integration we are also now responsible for brands.» Interview «With the forward integration we are also now responsible for brands.» | 13

Interview 17

«Snacking is and always has been part of our eating culture. In evolutionary terms, snacking has been a natural habit since time immemorial.»

18 HOCHDORF Annual Report 2016 CEREALS & INGREDIENTS «Healthy Snacking – a recent phenomenon that’s here to stay.»

Snacking is not a phenomenon of the 21st century; it is deeply rooted in our culture. Even our ancestors nib- bled between meals or ate their kill as the opportunity arose. The main difference between snacking then and our habits today relates to the easy availability of snacks and the raw materials they contain.

We have always liked to snack. For thousands of years, we didn‘t really take regular meals; we ate when we were hungry and relied on our good fortune as hunter-gatherers. Man foraged and hunted and ate on the spot. The switch from many frequent meals to at least two fixed meal times per day was a relatively recent development in our history – presumably around 7,000 years ago with the advent of agriculture and livestock breed- ing. With the industrialisation of the 19th century, however, the system of fixed meals shifted towards individualised snacking. What was still missing was the freedom we have today to decide when and what we want to eat. Eating habits were primarily determined by external assembly lines, shift plans and time clocks.

The next radical changes in our eating habits came in the 21st century with its advances in digital technologies. They have simplified and trans- formed almost every aspect of our lives: we can now simultaneously work, learn, pursue social activities and even order a pizza via the web, regardless of where we are or the time of day.

Digitisation leads to individualised eating habits The amount of time we have for work and our private lives varies from person to person. This greater individualisation is now having a huge influ- ence on our eating habits. The preparation of the three traditional meals is now facing competition from more attractive propositions. Taking time to cook and eat fixed meals is increasingly seen as an unnecessary burden to be avoided. So healthy snacks are the perfect solution today: they free us from time-consuming preparation, waiting time and formal, structured eating ri- tuals. The new, more informal structure of snacking is liberating, relaxed and made for the 21st century.

We eat as the opportunity arises: sitting down or on our feet, with our with- out cutlery, alone at our office desk or with friends or strangers at a fast food outlet. Whenever works for us.

Insight Cereals & Ingredients 19

«Snacks increasingly replace traditional meals. The rising demand for natural products with added value is evidence that those championing snacks are also promoting healthy eating.»

20 HOCHDORF Annual Report 2016 babyCEREALS care & INGREDIENTS «Consumers who replace main meals with healthy snacks are pro- moting their well-being.»

Increasing numbers of people are interested in healthy eating and keeping their weight down. Over 50 per cent of modern snack consumers choose products with additional health benefits. These include snacks that provide the body with proteins, fibre and vitamins.

We can tell that healthy snacks are on trend To avoid malnutrition, experts in geriatrics re- without conducting any research: new snack commend taking several snacks as a form of pre- products with health benefits are available vention. It is therefore important to incorporate almost every week through retailers, health snacks into the daily ritual of older people. shops and websites. And the survey data for international market and consumption studies Snacks throughout the day reduce hunger confirms our subjective perception of reality. pangs There are specific benefits in supplementing According to a global survey by the Nielsen Ins- main meals with snacks. If the gaps in our food titute, 43 per cent of those questioned preferred consumption are too big, we risk low blood su- snacks made from natural ingredients. Around gar. Hunger pangs ensue and can lead to binge a third of all those interviewed said it was im- eating, which is not associated with a healthy portant that their snacks contained as little su- approach to eating. Smaller portions do not gar, salt, fat and calories as possible. They also stretch our stomach as wanted more fibre, protein and whole grain. much as bigger portions so Consumers who replace their main meals with the stomach is slower to healthy snacks may even be promoting their empty. As a result, the hor- well-being. mones that regulate appe- tite are released more stea- Children and old people need healthy dily and the blood sugar snack options and insulin concentration is A child‘s capacity to store energy is smaller than more balanced. it is for adults. Healthy snacks are therefore im- portant for children in particular because they People who snack stay supply the regular energy intake they need to more physically and men- stay fit and maintain concentration. tally productive and may even have more energy. Snacks are as important for old people as they More is sometimes less. are for children. Beyond a certain age there is a fall in our appetite and desire to take in liquid.

Insight Cereals & Ingredients 21

CEREALS & INGREDIENTS «Our ingredients meet the current demand for healthy snack products.»

Centre of competence for healthy snacks What is the significance of the trend to healthy, natural snacks for our Cereals & Ingredients division? It is a positive development with interesting market oppor- tunities – we have been producing healthy products with natural ingredients for people of all ages for over 100 years. Which makes us a centre of competence for healthy snacks. We don‘t need to change our image or break new ground; we just need to keep doing what we have always done: developing and offering high- quality products with added value.

Like our new added-value VIOGERM® High Protein Crisps, manufactured using Vegan and protein-rich an extrusion process and enriched with additional vegetable proteins from wheat ingredients are on trend and rice. The crisps have a protein content of up to 70 per cent – creating a real protein power house. The demand for protein-rich snacks is on the rise. More than Healthy eating with style 3000 new products claiming to Completely new products in our range include superfood crisps with teff and be «high in protein» were laun- quinoa as well as paleo crisps made of chestnut flour, with or without chia seeds. ched on the market in 2016. The paleo crisps are based on the diet of our hunter-gatherer ancestors, which was The demand for vegetable pro- rich in proteins and dietary fibre. More and more people are basing their eating tein is not just restricted to vegans and vegetarians. habits on this philosophy, recognising the positive effects the paleo diet can have on weight, health and performance. You can snack on the paleo and superfood People increasingly describe crisps as they are or mix them with muesli. They have no added sugar or artificial themselves as flexitarians or ingredients. part-time vegetarians. For the sake of their health and the en- One of our companies offering high-quality ingredients for producing on-trend vironment, they reduce their snacks is Marbacher Ölmühle, with its range of special flours produced from oil consumption of meat in parti- seeds. Some of these are gluten-free and lactose-free, making them ideal for vegan cular, which is naturally high in snacks. The flour made from sunflower seeds has a nutty taste and a very high protein, and look for alternative protein content of over 50 per cent. It is perfect for light baking mixtures and low- plant sources. As a producer of carb products. Flour produced from linseed is another interesting ingredient for vegetable and milk-based in- low-carb snacks. It is rich in fibre and contains virtually no carbohydrate. gredients, we see this as a pos- itive development. Whether we are fans of snacks or not, there is no doubt their momentum is un- stoppable. What is positive, however, is that we are in an age where snack consumers increasingly focus on healthy products. And young parents place more value on healthy snacks for their children. Our Kids’ Food project is a major priority for us. At HOCHDORF we look forward to actively supporting both young and old with healthy nutrition.

22 HOCHDORF Annual Report 2016 «No study has so far shown a general and direct correlation between snacking and obesity.»

Insight Cereals & Ingredients 23 Stand 20.03.2017

Financial Report

Income statement: Operational section + 2016 was the year of constantly falling milk prices in the EU and a large price difference between the price of milk there and in Switzerland. Fluctuations in international commodity prices had a We were able to exceed major negative impact on the results of foreign subsidiaries. The Swiss market could not escape from the operational targets. this turbulence. Lower quantities of milk and heavy reliance on the «Schoggi Law» were a conse- quence of these distortions on the market. This meant that the HOCHDORF Group was not able to meet its expected figures with regard to turnover due to quantity and price effects. Fortunately, however, the Group was able to not just achieve but even outperform in terms of its more impor- tant operational targets.

Primarily the Baby Care Division, in which our high-quality products are not as price sensitive, con- tributed to the good domestic results. The utilisation of capacity increased again thanks to technical improvements. Furthermore, the improvement in the product mix led to very good earnings figures.

In the Dairy Ingredients Division, the situation is increasingly difficult and competitive. This also increasingly applies to domestic sales. Much effort is needed in order to maintain the quantities and margins. Despite the very difficult situation regarding the «Schoggi Law», there was no need for write-downs or additional expenditures.

In the Cereals & Ingredients Division, we were able to achieve additional success by making adjust- ments and generating profits with new major customers. In Switzerland, the profits from prior years continued and even increased. Abroad, development and expansion is more intensive and is taking longer than expected. This part reported a loss. However, appropriate measures have been introduced so that it will be possible to achieve positive numbers in this division as of 2017.

Thanks to the strong Swiss business, there was a higher percentile gross profit (25.2 %) than in the previous year (23.9 %) despite weak margins in business abroad at Group level. However, the recent nominal increase in the gross profit to CHF 136.8 million is more critical (PY CHF 130.1 million). Gross turnover rose minimally to CHF 551.5 million (PY CHF 551.2 million). We reached a record EBITDA level in the reporting year with CHF 33.4 million (PY CHF 30.5 million). The EBIT result was CHF 22.5 million (PY CHF 20.1 million) with higher amortisations of CHF 10.9 million in 2016 (PY CHF 10.3 million).

In the reporting year, the main plants once again performed at a very high level and ran close to full capacity. In 2017 an attempt will be made to increase overall production again with technical adjust- ments and the purchase of partial quantities. The new capacities (tower 9) are urgently needed in ! order to keep up with the sharp growth in our customers. The target values for operating expenses were largely met. Personnel expenses were higher, largely due to the higher staffing levels required. Operating expenses have come in above internal targets. The main reason for this was higher space and logistics costs as well as higher sales commissions.

Financial results A still strong, but somewhat more stable Swiss franc, lower interest rates on borrowed capital and one-off interest income from offsetting extended payment terms and income from equity investments led to a slightly negative financial result overall. In comparison to the previous year, there was an improvement of almost CHF 5 million. The syndicated loan was renewed in 2016 and doubled in total.

Financial Report | 01

24 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

Financial Report

Income statement: Operational section 2016 was the year of constantly falling milk prices in the EU and a large price difference between the price of milk there and in Switzerland. Fluctuations in international commodity prices had a major negative impact on the results of foreign subsidiaries. The Swiss market could not escape from this turbulence. Lower quantities of milk and heavy reliance on the «Schoggi Law» were a conse- quence of these distortions on the market. This meant that the HOCHDORF Group was not able to meet its expected figures with regard to turnover due to quantity and price effects. Fortunately, however, the Group was able to not just achieve but even outperform in terms of its more impor- tant operational targets.

Primarily the Baby Care Division, in which our high-quality products are not as price sensitive, con- tributed to the good domestic results. The utilisation of capacity increased again thanks to technical improvements. Furthermore, the improvement in the product mix led to very good earnings figures.

In the Dairy Ingredients Division, the situation is increasingly difficult and competitive. This also increasingly applies to domestic sales. Much effort is needed in order to maintain the quantities and margins. Despite the very difficult situation regarding the «Schoggi Law», there was no need for write-downs or additional expenditures. Income taxes Tax costs on the operating result were in line with expectations. In the reporting year, deferred taxes In the Cereals & Ingredients Division, we were able to achieve additional success by making adjust- on newly incurred tax losses in the foreign companies were capitalised. ments and generating profits with new major customers. In Switzerland, the profits from prior years continued and even increased. Abroad, development and expansion is more intensive and is taking Cash flow and financing longer than expected. This part reported a loss. However, appropriate measures have been introduced In comparison to the previous year, cash flow from operating activities has risen from CHF 19.0 mil- so that it will be possible to achieve positive numbers in this division as of 2017. lion to CHF 24.2 million. Earned capital increased from CHF 24.9 million to CHF 32.2 million, the main reason being the better operating business and the improvement in the financial result. Thanks to the strong Swiss business, there was a higher percentile gross profit (25.2 %) than in the Despite the expansion of business activities, receivables and inventories remained within a reason- previous year (23.9 %) despite weak margins in business abroad at Group level. However, the recent able range. nominal increase in the gross profit to CHF 136.8 million is more critical (PY CHF 130.1 million). Gross turnover rose minimally to CHF 551.5 million (PY CHF 551.2 million). We reached a record In the area of investments, more than CHF 43.2 million was spent on plant/buildings/software. The EBITDA level in the reporting year with CHF 33.4 million (PY CHF 30.5 million). The EBIT result serious investments could be financed from the ongoing cash flow by leaving out the contributions was CHF 22.5 million (PY CHF 20.1 million) with higher amortisations of CHF 10.9 million in 2016 for an expansion of the Sulgen plant. In 2017, investments have continued to be made in more (PY CHF 10.3 million). capacities (tower 9/can line/Laglo 2).

In the reporting year, the main plants once again performed at a very high level and ran close to full As expected, free cash flow was negative in 2016. We also anticipate negative free cash flow in 2017 capacity. In 2017 an attempt will be made to increase overall production again with technical adjust- due to the investments in the expansion of capacity. ! ments and the purchase of partial quantities. The new capacities (tower 9) are urgently needed in order to keep up with the sharp growth in our customers. The target values for operating expenses Net debt increased from CHF 21.3 million in December 2015 to CHF 213.5 million. The main reason for were largely met. Personnel expenses were higher, largely due to the higher staffing levels required. this is the outstanding purchase price debt for the acquisition of the Pharmalys companies. This amount Operating expenses have come in above internal targets. The main reason for this was higher space will fall to a more normal level after the conversion of the mandatory convertible bonds. The heavy + and logistics costs as well as higher sales commissions. investment activity for the expansion of capacity contributed to the increase. The equity ratio fell from 56.6 % at the end of 2015 to 10.8 %. This was because the goodwill from the acquisition of the Phar- The mandatory conver- tible bond is entirely cre- Financial results malys companies was offset directly against equity. This amount will be rebalanced as of 31 March 2017, dited as equity capital. A still strong, but somewhat more stable Swiss franc, lower interest rates on borrowed capital since the mandatory convertible bonds can be offset in full as equity. The HOCHDORF Group’s financing and one-off interest income from offsetting extended payment terms and income from equity continues to provide a solid basis for the company’s continued growth. investments led to a slightly negative financial result overall. In comparison to the previous year, there was an improvement of almost CHF 5 million. The syndicated loan was renewed in 2016 and Marcel Gavillet doubled in total. CFO

01 Financial Report | 02 | Financial Report

Financial report 25 Stand 20.03.2017

Key figures of the HOCHDORF Group

TCHF 2016 2015 2014 2013 2012

Processed milk and whey in tonnes 741,769 761,240 506,963 454,647 442,350 Quantities produced incl. cream in tonnes 236,179 241,754 99,720 89,631 87,518 Turnover (gross sales revenue) 551,476 551,208 428,689 376,145 346,614

Earnings before interest, tax, depreciation and amortisation (EBITDA) 33,360 30,455 27,197 18,099 14,318 as % of production revenue 6.1 % 5.6 % 6.4 % 4.9 % 4.2 %

Earnings before interest and taxes (EBIT) 22,464 20,146 20,016 10,298 2,759 as % of production revenue 4.1 % 3.7 % 4.7 % 2.8 % 0.8 %

Earnings before taxes 22,377 15,137 17,849 6,328 -35,402 as % of production revenue 4.1 % 2.8 % 4.2 % 1.7 % -10.5 %

Net profit 19,406 13,024 16,139 6,063 -35,326 as % of production revenue 3.6 % 2.4 % 3.8 % 1.6 % -10.4 %

Personnel expenses 47,796 46,227 34,802 31,720 32,456 as % of production revenue 8.8 % 8.5 % 8.2 % 8.5 % 9.6 %

Depreciation on property, plant and equipment 10,386 9,972 6,782 7,086 10,842 as % of average net inventory 5.6 % 6.2 % 6.1 % 6.5 % 8.2 %

Investments in fixed assets 42,217 22,211 16,952 3,957 8,679 as % of production revenue 7.8 % 4.1 % 4.0 % 1.1 % 2.6 %

Earned capital 32,213 24,870 25,310 18,126 13,507 as % of net sales revenue 5.9 % 4.6 % 6.0 % 4.9 % 3.9 %

Cash flow from operating activities (cash flow) 24,227 19,011 20,546 18,196 15,372 as % of net sales revenue 4.5 % 3.5 % 4.9 % 4.9 % 4.5 %

Free cash flow (loss) –33,519 –3,736 –11,903 13,846 7,134 Equity ratio 10.8 % 56.6 % 43.2 % 42.6 % 41.6 % Interest coverage (EBIT/interest expense net) 19.2 11.0 8.6 3.1 0.7 Number of shares, outstanding, in units 1,434,760 1,434,760 1,070,922 900,000 900,000 Earnings per share in CHF 14.12 11.73 17.45 6.95 -39.69 Cash flow (earned capital) per share in CHF 22.45 17.33 23.63 20.14 15.01 Dividend 38 % 37 % 37 % 32 % 30 % Payout ratio 27.35 % 39.26 % 24.55 % 47.50 % n.a. Share price as of 31.12 in CHF 309.75 168.70 138.00 104.00 88.25 Dividend return 1.23 % 2.19 % 2.68 % 3.08 % 3.40 % Price/earnings (P/E) ratio 21.9 14.4 7.9 15.0 n.a. Market capitalisation 444,417 242,044 147,787 93,600 79,425 Staffing levels as of 31.12 633 625 573 362 381

Key figures of the HOCHDORF Group | 03

26 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 01.04.2016

Key figures of the HOCHDORF Group

TCHF 2016 2015 2014 2013 2012 2016 focused on forward integration and the product initiative. The majority stake taken in Processed milk and whey in tonnes 741,769 761,240 506,963 454,647 442,350 Quantities produced incl. cream in tonnes 236,179 241,754 99,720 89,631 87,518 the Pharmalys companies is a key step for Turnover (gross sales revenue) 551,476 551,208 428,689 376,145 346,614 forward integration. The launch of healthy vege- table flours by Marbacher Ölmühle and the Earnings before interest, tax, depreciation and amortisation (EBITDA) 33,360 30,455 27,197 18,099 14,318 first Kids´ Food products are among the successes as % of production revenue 6.1 % 5.6 % 6.4 % 4.9 % 4.2 % of the product initiative.

Earnings before interest and taxes (EBIT) 22,464 20,146 20,016 10,298 2,759 as % of production revenue 4.1 % 3.7 % 4.7 % 2.8 % 0.8 %

Earnings before taxes 22,377 15,137 17,849 6,328 -35,402 as % of production revenue 4.1 % 2.8 % 4.2 % 1.7 % -10.5 %

Net profit 19,406 13,024 16,139 6,063 -35,326 as % of production revenue 3.6 % 2.4 % 3.8 % 1.6 % -10.4 %

Personnel expenses 47,796 46,227 34,802 31,720 32,456 as % of production revenue 8.8 % 8.5 % 8.2 % 8.5 % 9.6 %

Depreciation on property, plant and equipment 10,386 9,972 6,782 7,086 10,842 as % of average net inventory 5.6 % 6.2 % 6.1 % 6.5 % 8.2 %

Investments in fixed assets 42,217 22,211 16,952 3,957 8,679 as % of production revenue 7.8 % 4.1 % 4.0 % 1.1 % 2.6 %

Earned capital 32,213 24,870 25,310 18,126 13,507 as % of net sales revenue 5.9 % 4.6 % 6.0 % 4.9 % 3.9 %

Cash flow from operating activities (cash flow) 24,227 19,011 20,546 18,196 15,372 as % of net sales revenue 4.5 % 3.5 % 4.9 % 4.9 % 4.5 %

Free cash flow (loss) –33,519 –3,736 –11,903 13,846 7,134 Equity ratio 10.8 % 56.6 % 43.2 % 42.6 % 41.6 % Interest coverage (EBIT/interest expense net) 19.2 11.0 8.6 3.1 0.7 Number of shares, outstanding, in units 1,434,760 1,434,760 1,070,922 900,000 900,000 Earnings per share in CHF 14.12 11.73 17.45 6.95 -39.69 Cash flow (earned capital) per share in CHF 22.45 17.33 23.63 20.14 15.01 Dividend 38 % 37 % 37 % 32 % 30 % Payout ratio 27.35 % 39.26 % 24.55 % 47.50 % n.a. Share price as of 31.12 in CHF 309.75 168.70 138.00 104.00 88.25 Dividend return 1.23 % 2.19 % 2.68 % 3.08 % 3.40 % Price/earnings (P/E) ratio 21.9 14.4 7.9 15.0 n.a. Market capitalisation 444,417 242,044 147,787 93,600 79,425 Staffing levels as of 31.12 633 625 573 362 381

Key figures of the HOCHDORF Group | 03

04 | HOCHDORF shares Stand 20.03.2017

Dairy Ingredients Division

The Dairy Ingredients Division achieved gross sales revenue of CHF 401.9 m in 2016 (PY: CHF 415.4 m; –3.2 %). In the first half of the year, the prices for milk as a raw material and for milk-based products followed only one direction worldwide: down. In some cases, milk prices recovered very quickly from July 2016, making it necessary to match the product prices to them. ! The foreign plants were not always successful in dealing with the challenge of optimising the pric- ing. In Switzerland, the difference compared to international prices decreased again to some extent in the second half of the year but milk production fell significantly in comparison with the previous year.

Switzerland: HOCHDORF Swiss Nutrition Ltd The volume of liquid purchased and processed rose by 5.2 % on the previous year, to 409,119 tonnes (PY 388,927 tonnes). The need for whey increased with the regular manufacture of lactose for our own infant formula. In 2016 a total of 79,752 tonnes of whey were processed, up +44.9 % year-on- year. The supplied and processed quantity of milk fell sharply, following the very high quantities in the ! first half of the year. By year-end we had processed 315,553 tonnes of raw milk in Switzerland. This figure was down –2.9 % on the previous year (PY: 324,951 tonnes). In the first half of the year, we still posted a quantity of milk that was up +3.5 % on the same period in the previous year.

Product sales enabled the Dairy Ingredients Switzerland Division to achieve gross sales revenue of CHF 211.8 m (PY CHF 227.6 m; –6.9 %). The fall in revenue is due to low raw material prices, which were passed on to customers. It is important to note, however, that the quantity of roller- dried whole milk powder sold to the chocolate industry rose by almost 9 % year-on-year. There are ! two reasons for this increase in sales: firstly, we increased our market share slightly, and secondly, the chocolate industry had higher requirements for milk powder compared to the previous year.

There was a lack of the necessary B or C milk volumes in Switzerland in the second half of the year to meet the large demand for milk protein powder and skimmed milk powder for Russia. In order to achieve better utilisation of the equipment in this period, the Swiss Customs and Excise Authority approved the importation of skimmed milk concentrate for export products.

Within the Milk Sector Organisation, we were involved in the working group developing a model to succeed the current export support for processed milk-based products («Schoggi Law» funding), + among other working groups. The solution that has been developed appears to be a good compro- mise and can be implemented in practice. This solution will enable export products using Swiss milk to continue to be exported successfully. We are committed to the successor model of the «Schoggi Law». The project to expand capacity at the Hochdorf site was almost completed by year-end. With the aid of a reverse osmosis system and a state-of-the-art high concentrator, we will be able to process a greater volume of milk by the spring of 2017. The modern equipment will also enable us to reduce energy consumption per quantity unit.

HOCHDORF Group divisions | 01

28 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

Dairy Ingredients Division Outlook The quantity of milk fell sharply towards the end of 2016. The reasons are complex, including the + low price of milk, poor quality of feed and easing of the volume restriction on several types of The Dairy Ingredients Division achieved gross sales revenue of CHF 401.9 m in 2016 cheese. In the first half of 2017 we expect a volume of milk that is likely to be somewhat below the We are anticipating a (PY: CHF 415.4 m; –3.2 %). In the first half of the year, the prices for milk as a raw material and long-term average. Over the whole business year, we expect gross sales revenue in the range lower quantity of milk in for milk-based products followed only one direction worldwide: down. In some cases, milk prices CHF 235 to 245 m. the first half of 2017. recovered very quickly from July 2016, making it necessary to match the product prices to them. The foreign plants were not always successful in dealing with the challenge of optimising the pric- Our development department is working on several projects to optimise existing and new processes. ing. In Switzerland, the difference compared to international prices decreased again to some We are also involved in several development projects being run by customers. The aim is to evaluate extent in the second half of the year but milk production fell significantly in comparison with the the optimum milk powder for a new product or a change in the formula. We also use our develop- previous year. ment and process knowledge to support our foreign plants in their projects.

Switzerland: HOCHDORF Swiss Nutrition Ltd We have acquired the condensed milk business of Alicommerce with effect from 1 January 2017. The volume of liquid purchased and processed rose by 5.2 % on the previous year, to 409,119 tonnes As a result, we now sell condensed milk that has so far been produced at the Hochdorf site and ! (PY 388,927 tonnes). The need for whey increased with the regular manufacture of lactose for our filled into tubes, directly to the Swiss retail trade. It is necessary to integrate this business. own infant formula. In 2016 a total of 79,752 tonnes of whey were processed, up +44.9 % year-on- year. The supplied and processed quantity of milk fell sharply, following the very high quantities in the Lithuania: HOCHDORF Baltic Milk UAB first half of the year. By year-end we had processed 315,553 tonnes of raw milk in Switzerland. This For reasons including the weak market situation and the politically-motivated high price of milk in figure was down –2.9 % on the previous year (PY: 324,951 tonnes). In the first half of the year, we still Lithuania, we manufactured less products in the first half of the year than in the previous year. posted a quantity of milk that was up +3.5 % on the same period in the previous year. Under these circumstances, our products were not competitive at an international level. Although the prices of our main products rose in the second half of the year, in some cases they did so less Product sales enabled the Dairy Ingredients Switzerland Division to achieve gross sales revenue of quickly than the price of raw materials. CHF 211.8 m (PY CHF 227.6 m; –6.9 %). The fall in revenue is due to low raw material prices, which were passed on to customers. It is important to note, however, that the quantity of roller- In total, we processed 60.9 million kg of milk and permeate (–19.4 % compared to PY) and sold dried whole milk powder sold to the chocolate industry rose by almost 9 % year-on-year. There are 13,261 tonnes of products on the international markets (–25.2 % compared to PY). We achieved gross two reasons for this increase in sales: firstly, we increased our market share slightly, and secondly, sales revenues of CHF 19.8 m, which is around –21.7 % lower than the previous year’s sales of the chocolate industry had higher requirements for milk powder compared to the previous year. CHF 25.2 m.

There was a lack of the necessary B or C milk volumes in Switzerland in the second half of the year On the development side we have been working on optimising processes and products to manufac- to meet the large demand for milk protein powder and skimmed milk powder for Russia. In order to ture new products, such as micellar casein. After a decision to forgo marketing in 2016 due to the ! achieve better utilisation of the equipment in this period, the Swiss Customs and Excise Authority challenging market situation, we have now started selling micellar casein in 2017. approved the importation of skimmed milk concentrate for export products. Outlook Within the Milk Sector Organisation, we were involved in the working group developing a model to With regard to the general conditions, it is also essential to observe the price level of milk, milk pro- succeed the current export support for processed milk-based products («Schoggi Law» funding), tein and milk fat this year. The prices for milk protein and milk fat have risen in recent months – among other working groups. The solution that has been developed appears to be a good compro- and raw milk prices, too. We are cautiously optimistic that the ratio of purchasing and selling prices mise and can be implemented in practice. This solution will enable export products using Swiss milk will settle down at a normal level. The political influence on the price of milk remains a factor of to continue to be exported successfully. uncertainty. In this respect too, however, we expect that the situation will return to normal, due to rising prices. The project to expand capacity at the Hochdorf site was almost completed by year-end. With the aid of a reverse osmosis system and a state-of-the-art high concentrator, we will be able to process a Under current conditions, we expect gross sales revenue in the range of CHF 25 to 30 m in 2017. greater volume of milk by the spring of 2017. The modern equipment will also enable us to reduce energy consumption per quantity unit.

HOCHDORF Group divisions | 01 02 | Dairy Ingredients

Business divisions 29 Stand 20.03.2017

Germany: Uckermärker Milch GmbH Uckermärker Milch GmbH achieved gross sales revenues of CHF 170.3 m in 2016, which is around ! +4.7 % higher than the previous year (CHF 162.7 m). The higher turnover is due to the sharp rise in the price of butter in the second half of the year, and the more attractive selling of buttermilk in terms of price.

At 271,700 tonnes of milk, milk permeate, buttermilk and cream, we processed –8.4 % less liquids in + our facilities than in the previous year (296,696 tonnes). The creamery and the filling plant for butter- milk were well utilised throughout the year. By mid-year, as scheduled, we were able to put the more In the middle of 2016, powerful filling plant for buttermilk into service. A mixed picture was observed over the year for the we put the higher-capa- dried milk plant and for curd production. In the first half of the year, the facilities were running at full city filling facility into operation. utilisation, while in the second half, it was no longer quite possible to fill the available capacity.

2016 was a year with large price fluctuations, making it very difficult to coordinate raw material purchasing and product sales. Starting from May, for example, cream prices rose sharply. The prices for butter limped along behind this price trend. As a consequence, the relationship between cream costs and the sales price of butter was no longer optimal. It was nevertheless necessary to fulfil exist- ing contracts.

In the powder area, we benefited from the state intervention programme for skimmed milk powder in the first half of the year. Given the market situation at that time, we selected the most worth- while usage of the milk drying plant as a result.

Right throughout the year, we successfully implemented various cost-cutting measures in produc- tion. In addition to these technical measures, it was essential to develop the product portfolio, espe- ! cially in the powder area. The first higher-quality powders, such as base powders for infant formula or instantised milk powder, were developed and manufactured in test production runs.

At the end of October the Prenzlau plant passed the VLOG audit (food with no genetic engineering) and is now certified to process and produce GMO-free milk products. As a result, we can now also manufacture products for this growth market.

Outlook The milk market in the European Union calmed down somewhat towards the end of 2016, although it does remain challenging. While milk quantities for 2017 are difficult to estimate, they should tend to settle slightly below or at the previous year’s level in the first half of the year. The price trend for skimmed milk powder is also difficult to estimate at present, due to the high quanti- ties being stored by the state. We reckon on gross sales revenue of CHF 180 to 190 m in the current business year.

In development, we are continuing to focus on dry products with higher added value. This includes instantised full milk powder, for example.

+ The Prenzlau plant is to become more independent in future. This means that the plant is to be managed locally by an experienced CEO and its own purchasing and sales department extended. It is also our goal one day to conclude more contracts for our own milk and to buy in less milk from The Prenzlau plant will get its own local CEO as the spot market. In order that we can pay competitive milk prices, however, it is essential to adapt of April 2017. the product range in the direction of higher-quality products. We aim to manage price fluctuations more effectively in the future by employing all these measures.

Dairy Ingredients | 03

30 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

Germany: Uckermärker Milch GmbH Uckermärker Milch GmbH achieved gross sales revenues of CHF 170.3 m in 2016, which is around +4.7 % higher than the previous year (CHF 162.7 m). The higher turnover is due to the sharp rise in the price of butter in the second half of the year, and the more attractive selling of buttermilk in terms of price.

At 271,700 tonnes of milk, milk permeate, buttermilk and cream, we processed –8.4 % less liquids in our facilities than in the previous year (296,696 tonnes). The creamery and the filling plant for butter- milk were well utilised throughout the year. By mid-year, as scheduled, we were able to put the more powerful filling plant for buttermilk into service. A mixed picture was observed over the year for the dried milk plant and for curd production. In the first half of the year, the facilities were running at full utilisation, while in the second half, it was no longer quite possible to fill the available capacity.

2016 was a year with large price fluctuations, making it very difficult to coordinate raw material purchasing and product sales. Starting from May, for example, cream prices rose sharply. The prices for butter limped along behind this price trend. As a consequence, the relationship between cream costs and the sales price of butter was no longer optimal. It was nevertheless necessary to fulfil exist- ing contracts.

In the powder area, we benefited from the state intervention programme for skimmed milk powder in the first half of the year. Given the market situation at that time, we selected the most worth- while usage of the milk drying plant as a result. Strategy in brief

Right throughout the year, we successfully implemented various cost-cutting measures in produc- «The aim is for the Dairy Ingredients business to develop at a sustain- › tion. In addition to these technical measures, it was essential to develop the product portfolio, espe- able global level from a strong Swiss base. Cooperation between the Page 12 cially in the powder area. The first higher-quality powders, such as base powders for infant formula Dairy Ingredients or instantised milk powder, were developed and manufactured in test production runs. four milk plants will be optimised and the product portfolio com- strategy bined. In Switzerland, we want to defend our market position and At the end of October the Prenzlau plant passed the VLOG audit (food with no genetic engineering) and is now certified to process and produce GMO-free milk products. As a result, we can now also reap the global rewards of our knowledge in the area of roller-dried manufacture products for this growth market. whole milk powder. We want to develop, produce and market new

Outlook products with higher added value across all plants. We will position The milk market in the European Union calmed down somewhat towards the end of 2016, new products in the markets as premium alternatives with the corre- although it does remain challenging. While milk quantities for 2017 are difficult to estimate, they should tend to settle slightly below or at the previous year’s level in the first half of the year. The sponding service. Across all our activities, it is important to con- price trend for skimmed milk powder is also difficult to estimate at present, due to the high quanti- sider the various underlying conditions and build them into our ties being stored by the state. We reckon on gross sales revenue of CHF 180 to 190 m in the current business year. operational implementation.»

In development, we are continuing to focus on dry products with higher added value. This includes instantised full milk powder, for example. Product range

The Prenzlau plant is to become more independent in future. This means that the plant is to be Cream, milk concentrate, skimmed milk powder, whole milk powder, cream powder, fat powder, milk managed locally by an experienced CEO and its own purchasing and sales department extended. It protein powder, whey powder, whey protein powder, permeate powder, butter, buttermilk, curd. is also our goal one day to conclude more contracts for our own milk and to buy in less milk from the spot market. In order that we can pay competitive milk prices, however, it is essential to adapt 2016 2015 2014 2013 the product range in the direction of higher-quality products. We aim to manage price fluctuations Gross sales revenue (in KCHF) 401,880 415,379 298,563 264,701 more effectively in the future by employing all these measures. Share of revenue abroad (in %) 55.1 55.2 26.1 24.1 Volumes sold (in tonnes) 212,421 216,511 80,737 73,201

Dairy Ingredients | 03 04 | Baby Care

Business divisions 31 Stand 20.03.2017

Baby Care Division

Switzerland: HOCHDORF Swiss Nutrition Ltd In the 2016 business year, the Baby Care Division increased gross sales revenue by +11.8 % to ! CHF 123.4 m (PY CHF 110.4 m). The successful optimisation of the existing production facilities as well as the customer and product portfolio were instrumental in generating this growth. In contrast, the volume sold increased by only +2.4 % to 17,159 tonnes (PY: 16,763 tonnes). The percentage dif- ference for the increase in gross sales revenue impressively demonstrates the restructuring of our customer base due to the continuing capacity bottleneck.

Utilisation of the plants for the production and filling of infant formula was at a very high level throughout the year. With hardly any downtime and optimised processes, we were just able to keep up with the growth of our customers. To remain capable of supplying Swiss-made infant formula, investments worth CHF 80 m were approved for expanding the production and filling capacity for infant formula and for storage logistics at the Sulgen site. The building for the high bay racking is now completed and the state-of-the-art storage logistics technology is being installed and tested.

+ We started construction of the spray tower line in the fourth quarter of 2016. The line is designed with a maximum capacity of about 30,000 tonnes per year. At present we can manufacture a maxi- mum in the region of 17,000 tonnes of infant formula. It is still expected that the additional produc- Starting in 2018, additi- onal production capacity tion capacity will be available to us in the first quarter of 2018. The same applies to the new filling will be available to us. line, which will also be installed and tested during this business year.

À propos forward integration: the HOCHDORF Group took a first key step in this direction by acquiring a majority stake in our long-standing business partner, Pharmalys. It is now necessary to combine the advantages of both companies, learn from each other and make use of synergies.

The development department has changed the formulations to comply with new EU requirements and incorporate the latest scientific findings. It was necessary to adjust the nutritional value profile and the protein content to the new EU regulation for example. Our developers are also focusing on increasing capacity, process optimisation of the existing facilities and the preparatory work for process development of the new production line.

Various clarifications and adjustments had to be made due to the Swiss Trade Mark Protection Act (Swissness Law), which came into effect on 1 January 2017. Thanks to exemptions that have been approved, we can continue to use the Swiss cross on practically all our products. The exemption was granted to us for lactose, for example. We use our own lactose in our products, which is available to a limited extent. Lactose is, however, also a strategic product, for which a dual supplier strategy is urgently required.

Our infant formula is a high-quality product that is manufactured in a complex process with Swiss ! milk. With our premium products, we consider ourselves a key ambassador of Swiss-made products.

Baby Care | 05

32 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

Baby Care Division Outlook There is still no additional production capacity available in 2017. In the Baby Care area we neverthe- less expect a significant jump in turnover and gross sales revenue in the range of CHF 170 – 180 m, ! Switzerland: HOCHDORF Swiss Nutrition Ltd due to the majority stake in Pharmalys. In the 2016 business year, the Baby Care Division increased gross sales revenue by +11.8 % to CHF 123.4 m (PY CHF 110.4 m). The successful optimisation of the existing production facilities as In development it is necessary to continue adapting some formulations to comply with the new EU well as the customer and product portfolio were instrumental in generating this growth. In contrast, regulation. Development work in connection with increasing capacity in Sulgen also remains in the volume sold increased by only +2.4 % to 17,159 tonnes (PY: 16,763 tonnes). The percentage dif- focus. We also aim to expand the product range by adding specialist children’s food products. ference for the increase in gross sales revenue impressively demonstrates the restructuring of our customer base due to the continuing capacity bottleneck. A new regulation in China stipulates that, in future, every brand available on the market must undergo an approval procedure. This procedure will be introduced this year and it involves some Utilisation of the plants for the production and filling of infant formula was at a very high level uncertainty. In addition, the registration procedure for each individual brand is relatively costly. throughout the year. With hardly any downtime and optimised processes, we were just able to keep up with the growth of our customers. To remain capable of supplying Swiss-made infant formula, Since the start of the year we have also been occupied with the future cooperation with Pharmalys. investments worth CHF 80 m were approved for expanding the production and filling capacity for As a first step, we are focusing on the integration of possible shared processes and systems. In mar- infant formula and for storage logistics at the Sulgen site. The building for the high bay racking is keting and communication, we will also be able to learn from each other and make use of synergies. now completed and the state-of-the-art storage logistics technology is being installed and tested. Thirdly, we are assessing the option of using the Pharmalys distribution network for selling other HOCHDORF products. We started construction of the spray tower line in the fourth quarter of 2016. The line is designed + with a maximum capacity of about 30,000 tonnes per year. At present we can manufacture a maxi- Our existing customers are looking forward to the expansion of capacity. They are planning to increase their sales activities and invest in new markets. On the sales side, the expansion of capacity Our existing customers mum in the region of 17,000 tonnes of infant formula. It is still expected that the additional produc- and new customers tion capacity will be available to us in the first quarter of 2018. The same applies to the new filling now enables us to acquire new customers again, with the aim of filling the new capacity. However, we are looking forward to the line, which will also be installed and tested during this business year. are also planning capacities for our own brands with the strategic objective of forward integration. capacity expansion.

À propos forward integration: the HOCHDORF Group took a first key step in this direction by With effect from the start of 2017, Frank Hoogland has taken over management of the Baby Care Divi- acquiring a majority stake in our long-standing business partner, Pharmalys. It is now necessary to sion. In getting him on board, we have found a very good internal solution. He has a broad range of combine the advantages of both companies, learn from each other and make use of synergies. international experience in the infant formula field. He is familiar with business-to-business and the business-to-consumer aspects. I myself, as CSO (Chief Sales Officer), will support and organise key ! The development department has changed the formulations to comply with new EU requirements strategic sales projects for the HOCHDORF Group. I wish Frank Hoogland every success in his work and incorporate the latest scientific findings. It was necessary to adjust the nutritional value profile and look forward to supporting him specifically in strategically important projects. and the protein content to the new EU regulation for example. Our developers are also focusing on increasing capacity, process optimisation of the existing facilities and the preparatory work for process development of the new production line.

Various clarifications and adjustments had to be made due to the Swiss Trade Mark Protection Act (Swissness Law), which came into effect on 1 January 2017. Thanks to exemptions that have been approved, we can continue to use the Swiss cross on practically all our products. The exemption was granted to us for lactose, for example. We use our own lactose in our products, which is available to a limited extent. Lactose is, however, also a strategic product, for which a dual supplier strategy is urgently required.

Our infant formula is a high-quality product that is manufactured in a complex process with Swiss milk. With our premium products, we consider ourselves a key ambassador of Swiss-made products.

Baby Care | 05 06 | Baby Care

Business divisions 33 Stand 20.03.2017

Strategy in brief «We offer our customers a broad Swiss-made product range of high- quality food for babies and children. We also support our partners, if requested, with services such as sales and marketing training. The › Page 12 Baby Care Division is international in structure and is planning fur- Baby Care strategy ther growth in Asia, the Middle East, Africa and Latin America. In the medium term, we want to move closer to the consumer in the value chain with our own brands in selected markets. We are opti- mising our production capacity and expanding it in line with demand. We will make basic products for the production of infant formula at the Prenzlau facility.»

Product range

Milk products for pregnant women, infants and young children made in Switzerland.

2016 2015 2014 2013 Gross sales revenue (in KCHF) 123,391 110,417 109,988 94,507 Share of revenue abroad (in %) 95.5 91.7 91.3 95.9 Volumes sold (in tonnes) 17,159 16,763 15,651 14,007

Cereals & Ingredients | 07

34 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

Cereals & Ingredients Division

Switzerland: HOCHDORF Swiss Nutrition Ltd The Cereals & Ingredients Division posted slightly higher gross sales revenue of CHF 18.4 m com- pared to the previous year (PY CHF 18.0 m); this was achieved with a lower quantity of products sold, at –6.3 % (3,449 tonnes compared to PY 3,681 tonnes), although with a significantly improved product mix. We thus remain on course with our measures for cost optimisation and streamlining ! the product range. We only just missed our stated turnover target of CHF 20.0 m. In view of the tense market situation in 2016 and the related stagnation of sales in the Swiss retail trade, we are nonetheless satisfied with the overall result.

We were pleased to receive an award for our traditional VIOGERM® Gold Grain product. It was given two stars at the European Taste Award and impressed jurors and customers across the whole of Europe in equal measure: in Sweden, for example, our VIOGERM® Gold Grain is included in wholemeal bars, while in Switzerland it is used as a hazelnut substitute in pastries. A well-known ! German pasta producer and a major Swiss pastry manufacturer, for example, also use our VIOGERM® Gold Flour in their respective pasta and cracker products, to improve their nutrient content, as well as the taste and texture. In Spain, a well-known brand-name manufacturer enriches protein bars with our VIOGERM® Crisp Flakes. Strategy in brief Demand for ingredients with additional benefits remains high. High-protein and high-fibre products «We offer our customers a broad Swiss-made product range of high- are attracting a great deal of attention, for example, but also lifestyle foods such as vegan products. We have successfully launched new superfood products using quinoa or teff and paleo crisps made quality food for babies and children. We also support our partners, if from chestnut flour, chia seeds and honey, as well VIOGERM® High Protein Crisps. The latter are requested, with services such as sales and marketing training. The perfect for applications with a high proportion of protein as they contain up to 70 % protein.

Baby Care Division is international in structure and is planning fur- In the Kids’ Food area, we successfully launched the first special products developed in-house using ther growth in Asia, the Middle East, Africa and Latin America. In maize and wheatgerm, in collaboration with customers. Other products in the Kids’ Food range are the medium term, we want to move closer to the consumer in the at the development stage. value chain with our own brands in selected markets. We are opti- Our marketing activities covered digital and conventional media. We started in the new media field with regular articles on social networks, especially LinkedIn. Throughout the year we also published mising our production capacity and expanding it in line with trade articles and newsletters, achieving a lot of attention from our target audience. demand. We will make basic products for the production of infant Outlook formula at the Prenzlau facility.» In the current business year our developers will be very busy developing and introducing market- ready Kids’ Food products, taking us closer to end-consumers. We will distribute the products + through our existing Baby Care sales network, among other channels. We will also certify our Product range extrusion process in order to manufacture organic crisps. This autumn we are also planning a large- We want to distribute scale presence at FiE in Frankfurt, Germany. FiE is one of the world’s ten most important trade fairs Kids´ Food products via Milk products for pregnant women, infants and young children made in Switzerland. our existing distribution in the ingredients area. Preparations for this are running at full speed. network.

2016 2015 2014 2013 For the 2017 business year we expect gross sales revenue to be at the previous year’s level. We Gross sales revenue (in KCHF) 123,391 110,417 109,988 94,507 expect lower turnover in the still declining bakery products market. We intend to make up for this Share of revenue abroad (in %) 95.5 91.7 91.3 95.9 expected drop in turnover through new products in the Kids’ Food, Health Ingredients and ® Volumes sold (in tonnes) 17,159 16,763 15,651 14,007 VIOGERM areas.

08 | Cereals & Ingredients Cereals & Ingredients | 07

Business divisions 35 Stand 20.03.2017

Germany: Marbacher Ölmühle GmbH ! Marbacher Ölmühle GmbH generated gross sales revenue of around CHF 7.2 m in 2016, up +5 % on the previous year (PY CHF 6.8 m). In 2016 the entire sales organisation was successfully restructured.

With the aid of a turbo-mill, Marbacher Ölmühle processes the nutrient-rich press cakes that are made during oil production into fine vegetable flour for the food sector. Sales have started very well + as the flour enjoys high demand. It is used for example in low-carb cooking, in gluten-free baking and to produce vegan and vegetarian snack products. The Sunflower seed flour, for example, is a The production as well as the sales of vegetable true all-rounder thanks to its excellent binding ability and is very healthy with a protein content of flours had a good start. over 50 %.

Marbacher Ölmühle was again able to demonstrate the high quality of its products in 2016. The panel of experts at the Superior Taste Awards awarded two stars to its organic safflower oil. The Ger- man Agricultural Society (DLG) also recognised the Bioland sunflower oil with its gold medal and the Naturland rapeseed oil with the DLG award for rapeseed oils – clear testimony to the continuity of our product quality.

Outlook In the spring of 2017 the expansion of additional production capacity will be completed. We will install three additional oil presses and, in the course of the year, once again increase our production volume for vegetable oils and flour from oil seeds.

In February 2017 we exhibited at the BioFach trade fair in Nuremberg for the first time with our own stand. BioFach is the world’s leading fair for organic foods and a suitable platform to further boost awareness of Marbacher Ölmühle. With this objective in mind, we also refreshed our website.

Once this expansion phase is complete, we expect a further increase in turnover that will signifi- cantly exceed market growth.

South Africa: HOCHDORF South Africa Ltd From May 2016 onwards we were able to generate our first sales, after a slight delay. Since we are a classic start-up firm, our first gross sales revenue was still at a low level. As far as the quality of our products is concerned, we received consistently positive feedback from our customers and we con- tinue to do so.

Our marketing campaigns were geared towards making our products and the Afrikoa brand well + known. We communicate actively on several social media channels and on the Internet. We also exhibited at the Winelands Chocolate Festival on 20 and 21 August in the South African town of «Made in Africa for Africa» Stellenbosch. Our trade fair stand was large relative to the size of our business. In this case too, feed- is always at the centre of back on the three Afrikoa chocolates was consistently positive. We focus on storytelling and emo- our philosophy. tions in all our marketing activities. Our philosophy is central: «Made in Africa for Africa.»

In addition to the three standard chocolates that are available on the market, we have also been involved in developing a chocolate for diabetics. We will launch this chocolate on the African market in 2017.

Outlook The current business year is still dominated by developing the market. We are investing in a more ! powerful production plant and expect significantly higher gross sales revenue in our second busi- ness year.

In addition to launching the above-mentioned chocolate for diabetics, we will develop and produce chocolate for larger business-to-business customers. A new 67 % chocolate is also planned. This chocolate will be developed especially for the «67 minutes/Mandela Day» in South Africa. This chari- table institution is very well known in South Africa. Mandela Day is celebrated on 18 July every year.

Cereals & Ingredients | 09

36 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

Germany: Marbacher Ölmühle GmbH Marbacher Ölmühle GmbH generated gross sales revenue of around CHF 7.2 m in 2016, up +5 % on the previous year (PY CHF 6.8 m). In 2016 the entire sales organisation was successfully restructured.

With the aid of a turbo-mill, Marbacher Ölmühle processes the nutrient-rich press cakes that are made during oil production into fine vegetable flour for the food sector. Sales have started very well as the flour enjoys high demand. It is used for example in low-carb cooking, in gluten-free baking and to produce vegan and vegetarian snack products. The Sunflower seed flour, for example, is a true all-rounder thanks to its excellent binding ability and is very healthy with a protein content of over 50 %.

Marbacher Ölmühle was again able to demonstrate the high quality of its products in 2016. The panel of experts at the Superior Taste Awards awarded two stars to its organic safflower oil. The Ger- man Agricultural Society (DLG) also recognised the Bioland sunflower oil with its gold medal and the Naturland rapeseed oil with the DLG award for rapeseed oils – clear testimony to the continuity of our product quality.

Outlook In the spring of 2017 the expansion of additional production capacity will be completed. We will install three additional oil presses and, in the course of the year, once again increase our production volume for vegetable oils and flour from oil seeds. Strategy in brief In February 2017 we exhibited at the BioFach trade fair in Nuremberg for the first time with our own stand. BioFach is the world’s leading fair for organic foods and a suitable platform to further «The Cereals & Ingredients Division intends to defend its position in boost awareness of Marbacher Ölmühle. With this objective in mind, we also refreshed our website. the area of gently pressed VIOGERM® wheat germ products in

Once this expansion phase is complete, we expect a further increase in turnover that will signifi- Switzerland. Marbacher Ölmühle GmbH is banking primarily on cantly exceed market growth. organic vegetable oils and press cakes from organic seeds. We

South Africa: HOCHDORF South Africa Ltd demand high quality when it comes to raw materials, and we there- › From May 2016 onwards we were able to generate our first sales, after a slight delay. Since we are a fore work closely with raw materials suppliers in order to guarantee Page 13 classic start-up firm, our first gross sales revenue was still at a low level. As far as the quality of our products is concerned, we received consistently positive feedback from our customers and we con- maximum traceability. HOCHDORF South Africa Ltd develops, pro- Cereals & Ingredients strategy tinue to do so. duces and sells high-quality chocolate to business customers and con-

Our marketing campaigns were geared towards making our products and the Afrikoa brand well sumers for and in Africa. On the product side, the Cereals & Ingredi- known. We communicate actively on several social media channels and on the Internet. We also ents Division is organising the entry into the Kids’ Food area.» exhibited at the Winelands Chocolate Festival on 20 and 21 August in the South African town of Stellenbosch. Our trade fair stand was large relative to the size of our business. In this case too, feed- back on the three Afrikoa chocolates was consistently positive. We focus on storytelling and emo- Product range tions in all our marketing activities. Our philosophy is central: «Made in Africa for Africa.» Food Ingredients (VIOGERM® wheat germ as well as crispy cereals – crisps), wellness products (gen- In addition to the three standard chocolates that are available on the market, we have also been involved tly pressed wheat germ oil, food supplements – capsules and tablets), tonics, instant dessert products in developing a chocolate for diabetics. We will launch this chocolate on the African market in 2017. (mousse and ice cream powder), cold pressed vegetable oils and various types of vegetable flour from predominantly organic cultivation, and chocolate. Outlook The current business year is still dominated by developing the market. We are investing in a more powerful production plant and expect significantly higher gross sales revenue in our second busi- 2016 2015 2014 2013 Gross sales revenue (in KCHF) 25,655 24,859 17,913 19,974 ness year. Share of revenue abroad (in %) 49.0 45.9 22.9 24.7 In addition to launching the above-mentioned chocolate for diabetics, we will develop and produce Volumes sold (in tonnes) 7,474 8,547 3,733 4,452 chocolate for larger business-to-business customers. A new 67 % chocolate is also planned. This chocolate will be developed especially for the «67 minutes/Mandela Day» in South Africa. This chari- table institution is very well known in South Africa. Mandela Day is celebrated on 18 July every year.

09 Cereals & Ingredients | 10 | Cereals & Ingredients

Business divisions 37

Corporate Governance

Corporate Governance 39 – 50

Group structure and shareholders 40 Capital structure 40 Board of Directors 41 Group Management 46 Compensation, participations, loans 48 Shareholders‘ rights of co-determination 48 Change of control and defensive measures 49 Auditor 49 Information policy 49 Stand 20.03.2017

Corporate Governance

The HOCHDORF Group maintains an open, transparent and consistent infor- mation policy. We advocate responsible Corporate Governance with the aim of maintaining a balance between leadership and monitoring while protecting shareholder interests. The «Swiss Code of Best Practice for Corporate Gover- nance» is our benchmark. The following statements correspond to the latest guidelines of the SIX Swiss Exchange’s Information to the Corporate Gover- nance (RLCG).

1. Group structure and shareholders 2.2. Conditional and approved capital As at 31 December 2015, HOCHDORF Holding Ltd had 1.1. Group structure as at 31 December 2016 conditional share capital amounting to a nominal total The Group structure of the HOCHDORF Group (here- of no more than CHF 7,173,800 or no more than inafter referred to as «HOCHDORF») is detailed on the 717,800 registered shares of a nominal value of following page. All shareholdings are listed on CHF 10. page 66 of the Annual Report, including their regis- tered office, share capital and shareholding ratio. 2.3. Capital changes Apart from HOCHDORF Holding Ltd, which is listed, An overview of the capital changes can be found on the consolidated group consists exclusively of non- page 66 of the Annual Report. listed subsidiaries. 2.4. Restrictions on transferability 1.2. Significant shareholders As a matter of principle, there are no restrictions on the Significant shareholders with more than 3 % of the transfer of shares of HOCHDORF Holding Ltd. In regard voting rights are listed on page 64 of the Annual to the relationship with the company, shareholders are Report. Various notifications were received in the those who are recorded in the share register. A share reporting period in accordance with Article 120 of the register is kept for registered shares, and their owners FMIA. Innovent AG, Wollerau, and the Weiss family, are recorded therein. The company must be notified of Wollerau, form a group in the meaning of Article 120 any changes. Recording in the shareholder register of FMIA and hold 5.35 % of the capital and of the vot- requires proof of the share acquisition. Buyers of regis- ing rights (previous year: 5.21 % of the capital and 5 % tered shares are entered in the share register as share- of the voting rights). holders with voting rights, on request, provided that they expressly declare that they have acquired the regis- 1.3. Cross-investments tered shares in their own name for their own account. If There is no cross-investments with other companies the buyer is not prepared to make such a declaration, involving capital or voting rights. the Board of Directors may refuse the entry with voting rights. The recording limit is 15 % of the voting rights. 2. Capital structure

2.1. Share capital As at 31 December 2016, the share capital consisted of 1,434,760 registered shares (securities number 2 466 652 / ISIN CH0024666528) of a nominal value of CHF 10. The share capital is fully paid up. Each share is equivalent to one vote. There are no preferred shares. The company has issued neither profit participation certificates nor dividend rights certificates.

Corporate Governance | 01

40 HOCHDORF Annual Report 2016 Stand 20.03.2017

Group structure

3. Board of Directors after turning 70. In the reporting period, Urs Renggli resigned from the board and Dr Daniel Suter was 3.1. Members of the Board of Directors elected to the board at the ordinary Annual General In 2016, the Board of Directors of HOCHDORF Holding Meeting of 6 May 2016. Josef Leu and Meike Bütikofer Ltd consisted of seven non-executive members. The submitted their notice of resignation at the 2017 eighth member of the Board of Directors, Michiel de Annual General Meeting. Ruiter, elected at the Extraordinary General Meeting of 29 November 2016, was a member of the Group Man- Member Elected agement in his capacity as Managing Director Baby Name Born Nationality since Elected in until Josef Leu, Chairman 1950 Switzerland 2002 2016 2017 Care from 2006 to his resignation on 30 April 2015. Dr Anton von Weissen- None of the other members of the Board of Directors 1956 Switzerland 2005 2016 2017 fluh, Vice Chairman previously belonged to the Group Management, and Meike Bütikofer 1961 Switzerland 2009 2016 2017 no member has any material business relationship with the issuer or one of the issuer’s group companies. Michiel de Ruiter 1962 Netherlands 2016 2016 2017 Dr Walter Locher 1955 Switzerland 2014 2016 2017 The members were elected by the General Meeting for Niklaus Sauter 1962 Switzerland 2014 2016 2017 a term of one year, expiring at the time of the next Dr Daniel Suter 1955 Switzerland 2016 2016 2017 ordinary Annual General Meeting. Re-election is possi- Prof Dr Holger 1962 Germany 2014 2016 2017 ble. Current members of the Board of Directors who Karl‑Herbert Till are nominated for re-election are elected on individual ballots. The Chairman and any new members of the Board of Directors are elected on individual ballots. All elections and votes are conducted openly, unless a majority requests secret ballots. The retirement age for members of the Board of Directors is 70. They leave the Board of Directors at the next Annual General Meeting

02 | Board of Directors

Corporate Governance 41 Stand 20.03.2017

3.2. Professional background and other activities since: 2014. Training/degree: Studies in food sciences and interests at ETH Zurich, major in dairy science; Dipl. LM. Ing. ETH; Dr. sc. techn. Professional background: Five Josef Leu years in executive positions at Weichkäserei Baer AG in Küssnacht am Rigi; three years in executive manage- 1950; Place of residence: LU; Member of ment at Galactina AG Belp (baby food production); 15 the Board of Directors since: 2002. Chairman years in executive management of Kambly SA, Trub- since: 2014. Training/degree: Ing. HTL. in agriculture schachen, five years as CEO. Professional activity: and dairy industry in Zollikofen BE. Professional back- CEO of Chocolats Halba, Wallisellen since 2006. Other ground: Farm manager and owner until 2011; Board activities: Board Chair (VRP) of Chocolats Halba Hon- Member and Audit Committee member of Migros- duras since 2014. Genossenschafts-Bund MGB until 30 June 2008; mem- ber of the Swiss National Council from 1991 to 2006 Meike Bütikofer (CVP faction); 2006 to 2015 Head of DDPS Claims Cen- tre, Bern. Professional activity: Freelance since Sep- 1961; Place of residence: Wangen SZ; Member of tember 2015. Other activities: None. the Board of Directors since: 2009. Training/ degree: Agricultural Engineer (Diplom); Master of Sci- Dr Anton von Weissenfluh ence in Animal Nutrition and Management with an additional qualification in veterinary medicine 1956; Place of residence: Kriens LU; Member of the (Swedish University of Agriculture Science Uppsala); Board of Directors since: 2005. Vice Chairman Executive MBA (University of St. Gallen). Profes-

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42 HOCHDORF Annual Report 2016 Stand 20.03.2017

sional background: 1989 to 1991 Head of Marketing member of the Board of Directors of René Faigle AG, for Feed in Scandinavia, ZIWAG AG, Oberentfelden; Zurich); President of Homeowners Association (HEV) 1991 to 1993 PR consultant ATAG Ernst & Young Con- of the Canton of St. Gallen. sulting AG, Bern; 1993 to 1997 Head of Profit Centre Quality and Environmental Management, Electrowatt Niklaus Sauter Engineering AG, Zurich; 1997 to 2002: Head of Strat- egy Balanced Scorecard Siemens Building Technologies 1962; Place of residence: Weinfelden TG; Member AG, Zurich, Corporate Development and Siemens AG, of the Board of Directors since: 2014. Training/ Munich. Professional activity: Owner of Bütikofer degree: lic.rer.pol. Professional background: 1988 AG – value-oriented enterprise strategies, Hergiswil, to 1989 management consulting in Germany; 1990 to since 2002. Other activities: Member of the Board of 1992 group planning, UBS; 1992 to 1999 executive, Directors of the IE-Engineering Group, Zurich, since Sauter Group, as CEO from 1996; 1999 to 2009 CEO of 2006; Member of the Board of Directors of René Faigle Belimed Sauter AG, Sulgen; 2005 to 2012 CEO of the AG, Zurich since 2011; member of the Swiss Mountain Belimed Group, Zug. Professional activity: Indepen- Aid since 2011; Member of the Foundation Board of dent entrepreneur with consulting activity and invest- the Brunau Foundation, Zurich, since 2012; Expert of ment projects since 2012. Other activities: Member the Commission for Technology and Innovation (CTI) of the Foundation Board of the Thurgau Foundation of the federal government since 2015. for Science and Research; board member of two other SME. Michiel de Ruiter Dr Daniel Suter 1962; Place of residence: Amstelveen/Netherlands; Member of the Board of Directors since: 2016. 1955; Place of residence: Bottmingen BL; Member Training/degree: Master of Science in Business of the Board of Directors since: 2016. Training/ Administration & Marketing at the Agricultural Univer- degree: Dr. oec. publ. Professional background: sity of Wageningen, Holland. Professional back- 1982: Business studies at the University of Basel; 1988: ground: 1987 to 1994 senior consultant McKinsey Certified Auditor; 2009: Doctorate at the University of (Amsterdam, São Paulo, Brussels); 1994 to 1997 Com- Zurich; 1982 to 2016 PricewaterhouseCoopers, Basel. mercial Director and M&A Director Deli Universal, Rot- Professional activity: Freelance since July 2016. terdam; 1997 to 1999 Marketing and Business Devel- Other activities: 2009 to 2016 visiting lecturer for opment Director Friesland Consumer Products Europe; auditing at the University of Zurich, holding courses on 1999 to 2006 Managing Director Infant Nutrition Royal internal and external audits; employer representative Friesland Campina, Leeuwarden, Ede; 2006 to 2015 of the HOCHDORF Group pension fund. Managing Director Baby Care HOCHDORF Swiss Nutri- tion Ltd, Hochdorf. Professional activity: Since 2015 Prof Dr Holger Karl-Herbert Till CEO of Koninklijke Zeelandia Groep b.v., Zierikzee/ Netherlands. Other activities: None. 1962; Place of residence: Graz, Austria; Member of the Board of Directors since: 2014. Training/ Dr Walter Locher degree: Prof. Dr. med. Professional background: Graduate, doctorate and post-doctorate degrees in 1955; Place of residence: St. Gallen; Member of the human medicine at various universities; 1999 to 2004 Board of Directors since: 2014. Training/degree: Chief of the Paediatric Surgery Clinic of LMU Munich; Dr. iur., licensed attorney and admitted as notary (Can- 2004 to 2005 Associate Professor at the Chinese Uni- ton of St. Gallen). Professional background: Studies versity of Hong Kong, Department of Surgery, Division in jurisprudence at the University of Zurich; doctorate of Paediatric Surgery; 2006 to 2012 director and profes- in 1982. Professional activity: Self-employed attor- sor, Clinic and Polyclinic for Paediatric Surgery, Univer- ney with own law firm in St. Gallen since 1988. Other sity of Leipzig. Professional activity: Head of Paedi- activities: Member of the Cantonal Council of St. atric and Youth Surgery Department, Medical Gallen since 2003 (FDP faction); 2010/2011 president University of Graz since 2012; board member of the of the cantonal parliament; Member of various founda- University Clinic for Paediatric and Youth Surgery, tion boards and boards of directors (e.g. Chairman of Medical University of Graz since 2013. Other activi- the Board of Directors of Druckguss Systeme AG, St. ties: None. Gallen; member of the Board of Directors of Gebrüder Knie, Schweizer National-Circus AG, Rapperswil;

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Corporate Governance 43 Stand 20.03.2017

Pursuant to Article 15 of the Articles of Association, the Audit Committee maximum number of other mandates that members of Members: Dr Daniel Suter (Chairman), Dr Walter Locher, the Board of Directors may hold is: Niklaus Sauter. The main tasks of the committee are:

a) Three mandates as board member or as member of › Checking the effectiveness of the external audits and other top executive or governing bodies of public of the internal control. companies pursuant to Art. 727 (1) no. 1 of the Swiss › Evaluating management directives with regard to Code of Obligations (CO); financial risks and adherence to these directives. b) and additionally Five mandates as board member or › Discussing financial statements with the CFO and as member of other top executive or governing bodies the head of external audits. of companies in the meaning of Art. 727 (1) no. 2 of › Evaluating the performance and remuneration of the Swiss Code of Obligations (CO); the auditors and their independence c) and additionally 10 mandates as board member or as › Evaluating the risk management procedure. member of other executive or governing bodies of other legal entities that do not meet the aforemen- In 2016, the Audit Committee met five times. In addi- tioned criteria. tion to the standard agenda items, special audits were conducted by the outsourced Internal Audit (PWC) as 3.3. Functioning of the Board of Directors part of risk management, covering the process of milk The Board of Directors meets at least five times each procurement and in the area of IT security. year and as often as business requires. In 2016, the Board of Directors met for five regular meetings, six Personnel and Remuneration Committee extraordinary meetings and one full-day strategy day Members: Dr Anton von Weissenfluh (chair), Josef Leu, with the Group Management. In addition, the Chair- Niklaus Sauter. The main duties of this committee are: man of the Board of Directors meets with the CEO every three weeks for a work session. The CEO and the › Making recommendations for the compensation of CFO participate in meetings of the Board of Directors the members of the Board of Directors and of the on all agenda items in an advisory capacity. When Group Management. required, the Board of Directors also invites external › Working out the principles for an overall compensa- specialists and other members of the Group Manage- tion plan for all employees that is market and per- ment for advice on specific topics. The Board of Direc- formance based. tors is responsible for the strategic direction of the com- › Drawing up employment contracts for the members pany, supervision of Group Management and financial of the Group Management. control. The Board of Directors monitors the company objectives and identifies opportunities and risks. It also The Personnel and Remuneration Committee met four appoints the members of Group Management. The times. Board of Directors has quorum when the majority of its members are present. A valid resolution requires the Market and Strategy Committee majority of the votes cast. In the event of a tie, the Members: Meike Bütikofer (chair), Dr Anton von Chairman of the Board of Directors has the deciding Weissenfluh, Prof Dr Holger Karl-Herbert Till. The main vote. duties of this committee are:

3.4. Committees of the Board of Directors › Reviewing and evaluating the long-term vision, mis- The Board of Directors has three permanent commit- sion and values of the HOCHDORF Group. tees: The Audit Committee (AC), the Personnel and › Evaluating decisions that are of strategic relevance, Remuneration Committee (PRC), and the Market and particularly those focused on value creation, in Strategy Committee (MSC). In order to organise its order to advise and support the Board of Directors. duties efficiently and effectively, the Board of Directors › Monitoring potential changes in the basic conditions relies on recommendations of these committees. At concerning the strategy approved by the Board of least two non-executive members of the Board of Directors. Directors belong to each committee. The committees › Reviewing the organisational structure based on the are subject to regular performance assessments (self- strategy and the staff composition of Group Manage- evaluation). ment.

The Market and Strategy Committee met twice.

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44 HOCHDORF Annual Report 2016 Stand 20.03.2017

3.5. Group Management and competencies › Election of the members of the Boards of Directors The Board of Directors is responsible for the overall of the subsidiaries. management of the company and the Group, as well as › Group regulations of strategic importance. the supervision of the Group Management. According to Article Pursuant to Art. 716a of the Swiss Code of The Board of Directors fully delegates all remaining Obligations (CO), it has the following non-transferable areas of company management to the CEO, who has and inalienable duties: the right to issue directives to the other members of the Group Management. The Board of Directors may – on › The overall control of the company and the Group, a case-by-case basis or in connection with its general including the definition of medium and long-term reservation of competencies – intervene at any time in strategies and planning objectives, as well as the the duties and competencies of hierarchically subordi- guidelines for company policy and the issuing of nate bodies and assume control of the business con- required directives. ducted by these bodies («powers reserved»). › Defining the basic organisation of the company and its associated regulations. The CEO chairs the Group Management. The chair › Defining the guidelines for the organisation of leads, monitors and coordinates the members of the accounting systems, financial monitoring and finan- Group Management and supplies them with the autho- cial planning. risations required to fulfil their roles. Under the law, › Appointing and dismissing persons entrusted with Articles of Association and organisational regulations the Group Management and representation of the governing the HOCHDORF Group, the chair holds the company, namely the CEO, and issuing signature necessary authorisations to manage the HOCHDORF authorisations. Group. In particular, the chair is responsible for the fol- › Supervising the organs entrusted with the manage- lowing tasks: ment of the company, specifically with regard to adherence to laws, statutes, regulations and direc- › Implementing the strategic objectives, defining key tives. operational areas and priorities as well as ensuring › Creating the annual report; preparing for the Gen- the availability of the material and staffing resources eral Meeting and implementing its decisions. required to fulfil these. › Informing the legal authorities in the case of insol- › Managing, monitoring and coordinating the remain- vency. ing members of the Group Management. › Determining capital increases and the corresponding › Convening, preparing and presiding over Group amendments to the Articles of Association. Management meetings. › Regularly informing the Chairman of the Board of Based on the duties mentioned above, the Board of Directors/the entire Board of Directors about the Directors of HOCHDORF Holding Ltd deliberates and business development. In the event of important or adopts resolutions on the following matters: unexpected business occurrences, the Chairman of the Board of Directors is to be informed without › Annual and investment budgets. delay. › Annual and half-yearly financial statements. › Representing the Group both internally and exter- › Group organisational chart up to and including the nally. Group Management level. › Payroll policy. The members of the Group Management manage the › Assessment of the main risks. daily business independently. In this regard, the com- › Investments outside of the budget of more than petencies and responsibilities are determined especially CHF 0.5 million. by the budget approved by the Board of Directors and › Multi-year financial and liquidity planning. the strategy defined by it, as well as by the organisa- › Strategy-relevant partnerships and agreements, in tional regulations of the HOCHDORF Group. particular purchase and sale of investments, compa- nies, parts of companies, business branches and 3.6. Information and control instruments with rights to products or intellectual property rights. regard to the Group Management › Foundation and dissolution of companies. At all meetings, the Chairman, the Committee Chairs, › Nomination of candidates for the Board of Directors the CEO, the CFO and, depending on the agenda item, for the attention of the General Meeting. other members of the Group Management inform the Board of Directors on matters concerning the business

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Corporate Governance 45 Stand 20.03.2017

development, financial situation and key business 4.2. Professional background and other activities occurrences. The Chairman receives information from and interests the CEO at least every three weeks and receives the minutes of the Group Management meetings. Extraor- Dr Thomas Eisenring dinary events are promptly communicated to the members of the Board of Directors via circular. 1965; Swiss citizen; Place of residence: Winterthur ZH Function: CEO since 2013. Training/degree: The HOCHDORF Group’s Management Information Mechanic, Dr. oec. University of St. Gallen. Profes- System (MIS) consists of management reporting and sional background: 1985 to 1991 aircraft mechanic, business and financial reporting. It is available to the Swissair, Zurich airport; 1993 to 1997 senior consultant, Group Management on a monthly basis. The Board of Schuh & Co. Complexity Management, St. Gallen; 1998 Directors receives monthly business and financial to 2000 interim regional manager (Rhine/Ruhr), reports. The Group’s consolidated financial statements Peiniger Group, Leverkusen, Germany; 2000 to 2002 are generated on a monthly basis and presented to the Director in the field of Business Regeneration Services, Board of Directors on a quarterly basis together with PricewaterhouseCoopers, Zurich; 2002 to 2008 Chair- detailed explanations. man of the Board of Directors, CEO and Head of Sales SEVEX AG, Sevelen; 2008 to 2013 member of the exec- Other management tools include the company policy utive management and principal partner of ZIFRU and three-year financial planning as well as the strate- Trockenprodukte GmbH, Zittau, Germany. Other activ- gies of the three business areas Dairy Ingredients, Baby ities: Chairman of the Boards of Directors of all Care, and Cereals & Ingredients. HOCHDORF subsidiaries in Switzerland and of HOCHDORF Baltic Milk UAB; Managing Director of At least once a year, the chair of the Audit Committee Uckermärker Milch GmbH, Prenzlau, Germany and of and the CFO provide the Board of Directors with infor- Marbacher Ölmühle GmbH, Marbach, Germany. Chair- mation for its approval concerning major risks, along man of the foundation board of the HOCHDORF Group with their assessment of how relevant and likely such pension fund. Since 2016, Advisory Board member of risks are. The Board of Directors monitors the imple- Hess Natur-Textilien GmbH, Butzbach, Germany. mentation of the risk management measures that are defined and to be undertaken by Group Management. Marcel Gavillet

The Audit Committee evaluates the effectiveness of the 1962; Swiss citizen; Place of residence: Retschwil LU. internal and external control systems, as well as the Function: CFO since 2003. Training/degree: University risk management organisation and process, in the of applied sciences FH; MAS Corporate Finance; Certified HOCHDORF Group. The outsourced internal auditor IFRS Accountant. Professional background: 1996 to PriceWaterhouseCoopers Ltd and the external auditor 1999 Head of Finance and Accounting at Nutriswiss AG, Ernst & Young Ltd, who are in direct contact with the Lyss, then Managing Director from 1999 to 2003. Other chair of the Audit Committee, constitute further infor- activities: Active as member of the Board of Directors of mation and control systems. the subsidiaries in Switzerland and abroad; Managing Director of the HOCHDORF Group pension fund. 4. Group Management Christoph Peternell 4.1. Member of the Group Management As at 31 December 2016, the Group Management con- 1965, German citizen; Place of residence: Zug, Kon- sisted of Dr Thomas Eisenring (CEO), Marcel Gavillet stanz, Germany. Function: COO since June 2015. (CFO), Christoph Peternell (COO), Werner Schweizer Training/degree: Graduate food engineer (Diplom) at (Managing Director Dairy Ingredients), Fons Togtema the University of Hohenheim, Germany. Professional (Managing Director Baby Care), Michel Burla (Manag- background: 1994 to 2005 Head of the Production ing Director Cereals & Ingredients), Frank Hoogland Unit and member of the extended management, Molda (Head Global Marketing and Sales) and Dr Karl AG, Germany; 2005 to 2008 Managing Director Plant Gschwend (Managing Director Strategic Projects). Operations and Head of Plant Operations, Fresh Start Bakeries INC., Germany; 2008 to 2015 various national and international mandates as independent interim operations manager of food enterprises. Other activi- ties: None.

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46 HOCHDORF Annual Report 2016 Stand 20.03.2017

Michel Burla ences at ETH Zurich; doctorate at the Institute for Biotechnology at ETH Zurich in 1982; SKU (Swiss 1967; Swiss citizen; Place of residence: Lyss Courses in Enterprise Management), diploma in strate- BE. Function: Managing Director Cereals & Ingredi- gic business management. Professional background: ents since 2013. Training/degree: Studies in natural 1983 to 1986 Head of the Biological Equipment Con- sciences, degree in microbiology, University of Basel. struction department, Giovanola Frères SA, Monthey; Professional background: 1995 to 1998 Product and 1986 to 1997 Management of Obipektin AG, Bischof- Sales Manager Switzerland, BioConcept, Allschwil; szell; 1998 to 2003 Plant Manager HOCHDORF 1998 to 2003 Sales Manager EMEA, Flachsmann, Nutritec Ltd, Hochdorf; 2003 to 2005 Managing Direc- Wädenswil; 2003 to 2008 Business Unit Manager and tor of Switzerland. Milchgesellschaft AG, Sulgen; 2006 member of Group Management, Frutarom, Wädenswil; to 2014 Managing Director of HOCHDORF Nutritec 2008 to 2010 Marketing Manager Food Ingredients, Ltd; since 2015 Managing Director Strategic Projects. Univar, Zurich; 2010 to 2013 Manager Business Sup- Other activities: 2002 to 2011 Chairman of the Swiss port and Business Development, Narimpex, Biel. Society of Food Science and Technology (SGLWT); Other activities: Managing Director of Marbacher 2010 to 2011 Chairman of the Society of Milk Science; Ölmühle GmbH. advisor of the Institute of Food and Beverage Innova- tion of the Zurich University of Applied Sciences Dr Karl W. Gschwend (ZHAW), Wädenswil; Officer in charge of coordinating the scientific research of the HOCHDORF Group; 2015: 1953, Swiss citizen; Place of residence: Altnau Industrial Advisory Board, Dept. of Health Sciences and TG. Function: Managing Director Strategic Projects Technology (D-HEST) ETH Zurich. since 1998. Training/degree: Studies in natural sci-

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Corporate Governance 47 Stand 20.03.2017

Frank Hoogland activities: Member of the Board of Directors of HOCHDORF Americas Ltd. 1972, Dutch citizen; Place of residence: Horgen ZH; Function: Managing Director Baby Care, since Janu- ary 2017. Training/degree: MAS in Business Econom- Pursuant to Article 24 of the Articles of Association, the ics with major in marketing & marketing research at maximum number of additional mandates that the Tilburg University, Netherlands. Professional back- members of the Group Management hold is: ground: Product Business Manager, Philips N.V., Netherlands, until 2001; 2001 to 2003 Manager Private a) One mandate as board member or as member of Label, Laurus N.V. (retail), Netherlands; 2003 to 2007 other top executive or governing bodies of public International Marketing Manager, Friesland Foods N.V., companies pursuant to Art. 727 (1) no. 1 of the Asia-Pacific, Middle East & Africa; 2007 to 2012 Mar- Swiss Code of Obligations (CO); and additionally keting Director, Hero AG, Benelux and China; 2012 to b) Three mandates as board member or member of 2015 Business Development Director Infant Formula, other top executive or governing bodies of compa- Fonterra in China; 2015 to 2016 Head of Global Mar- nies within the meaning of Art. 727 (1) no. 2 of the keting & Sales, HOCHDORF Swiss Nutrition Ltd, Swiss Code of Obligations (CO); and additionally Switzerland. Other activities: None. c) Five mandates as board member or member of other top executive or governing bodies of other legal enti- Werner Schweizer ties that do not meet the aforementioned criteria.

1955; Swiss citizen; Place of residence: Kriens LU. 5. Compensation, participations, Function: Managing Director Dairy Ingredients since loans 2006. Training/degree: Studies in food sciences at ETH Zurich, awarded dipl. LM Ing. ETH Zurich in 1979; Since the implementation of the Minder initiative SKU (Swiss Courses in Enterprise Management), through the Ordinance against Excessive Remunera- diploma in strategic business management in 2009. tion in Listed Companies Limited by Shares (ERCO) on Professional background: 1979 to 1982 specialist 1 January 2014, the Remuneration Report has replaced teacher at the dairy science school Sursee; 1983 to the Corporate Governance Policy in this area. Concern- 1987 Nestec, Head of Production Nestlé Lanka, Sri ing the required disclosures, please refer to the Remu- Lanka; 1988 to 1990 Laiteries Réunies de Genève, neration Report from page 52. Head of QM and E&A; 1991 to 1997 QM Schweizer & Stierli AG, Partner, Lucerne; 1998 to 2005 Head of 6. Shareholders’ rights of co-determi- Marketing Industry/Head of Business Segment Milk nation HOCHDORF Nutritec Ltd. Other activities: Board member of the Swiss Milk Industry Association (vmi); 6.1. Restrictions to voting rights and proxy voting Board member of the Milk Sector Organisation; Man- All shareholders recorded in the shareholder register are aging Director of HOCHDORF Baltic Milk UAB. entitled to attend and vote at the Annual General Meet- ing. The restriction on voting rights amounts to 15 % of Fons Togtema the share capital. Any shareholder can give written authority to a fellow shareholder or appoint an indepen- 1964; Dutch citizen; Place of residence: Retschwil dent proxy to vote at the Annual General Meeting on LU; Function: Chief Sales Officer, since January 2017; his or her behalf. There is no statutory quorum. Training/degree: Agricultural engineer with major in economics at the University of Prof Education, Nether- Art. 12 of the Articles of Association address the assign- lands. Professional background: 1997 to 1998 Com- ment of the voting right to an independent proxy, as mercial Director Europe, Universal Dehydrates (now well as the ability to electronically cast a vote to the Sensinent Technologies Corp.), France; 1998 to 2000 independent proxy. Business Unit Director Benelux, Schering Plough Ani- mal Health, Netherlands/Belgium; 2000 to 2006 Man- The Articles of Association can be downloaded from ager Business Development, Infant Nutrition, Fries- the HOCHDORF Group website under «Investor Rela- landCampina, Netherlands; 2006 to 2015 Sales Director tions»: www.hochdorf.com/en/investors/corporate- Baby Care, HOCHDORF Swiss Nutrition Ltd, Switzer- governance (available in German only). land; 2015 to 2016 Managing Director Baby Care, HOCHDORF Swiss Nutrition Ltd, Switzerland. Other

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48 HOCHDORF Annual Report 2016 Stand 20.03.2017

6.2. Statutory quorum 8.2. Audit fee The General Meeting adopts its resolutions and con- Calculated on an accrual basis, the expenses of the ducts its elections by relative majority of the votes cast, auditor Ernst & Young Ltd for the audit of the individ- with abstentions being left out of consideration in ual financial statements and the consolidated financial determining the majority and excluding blank and statements for 2016 amounted to approximately invalid votes, unless the law provides otherwise. CHF 152 thousand.

6.3. Convening of the General Meeting 8.3. Additional fees The Annual General Meeting takes place annually, at Additionally, expenses of CHF 10 thousand are the latest six months after the end of the financial year. included in the reporting period for consulting services It is convened by the Board of Directors. The statutory of Ernst & Young Ltd. provisions apply to the convening of extraordinary General Meetings. Personal invitations to the General 8.4. Instruments for supervising and controlling Meeting are sent out in writing at least 20 days before the audit the General Meeting. The Audit Committee of the Board of Directors assesses the performance, invoicing and independence of the 6.4. Agenda external auditors and makes recommendations to the Invitations to submit items for the agenda and ques- Board of Directors. Every year, the Audit Committee tions about the annual report are included with the checks the scope of the external audits, the audit plans invitation to the General Meeting. and the relevant processes and discusses the audit results with the external auditors. In 2016, the chief 6.5. Entries in the share register auditor attended two meetings of the Audit Commit- The shareholder register is closed ten days prior to the tee. General Meeting. Upon request, the Board of Directors can approve exceptions for late submissions. The effec- 9. Information policy tive date of closure is published in the notice of the General Meeting and is also published in a timely man- Guidelines for investor relations: The HOCHDORF ner in the financial calendar on the HOCHDORF Group Group maintains open and ongoing communication website: www.hochdorf.com/en/investors/financial- with shareholders, potential investors and other stake- calendar. holder groups. The aim is to provide timely, up-to-date, and transparent information about the company, its 7. Change of control and defensive strategy and business development, and to offer a measures truthful picture of the past and current performance of the HOCHDORF Group and its outlook for the future. 7.1. Duty to make an offer This picture is intended to reflect the current assess- The Articles of Association of HOCHDORF Holding Ltd ment of the Group by the Board of Directors and the do not contain any opting-out or opting-up clauses in Group Management. the meaning of Article 125 of the FMIA with respect to the statutory duty to submit a takeover offer. In keeping with regulations prescribed by the SIX Swiss Exchange, the HOCHDORF Group publishes a compre- 7.2. Change-of-control clauses hensive Annual Report that includes the business There are no change-of-control clauses with members activities, Corporate Governance, Remuneration of the Board of Directors or Group Management. Report and financial reporting that is generated and audited in accordance with Swiss GAAP FER. More- 8. Auditor over, a half-year report is prepared in accordance with Swiss GAAP FER guidelines. In addition, press releases 8.1. Duration of the mandate and term of the about events relevant to the stock exchange, such as chief auditor acquisitions, minority or majority investments, joint The General Meeting elects the auditor for terms of one ventures and alliances, are published in accordance year. Ernst & Young Ltd, Lucerne, was elected auditor of with the ad-hoc publicity guidelines. HOCHDORF Holding Ltd and its subsidiaries for 2016. Bernadette Koch has been the chief auditor since 2014. The CEO, the CFO and the Head of Corporate Commu- Ernst & Young Ltd has been the auditor since 2014. nications are responsible for communication with in- vestors. During the course of the year, this group

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meets with institutional investors, presents its results and conducts road shows. The HOCHDORF Group uses the Internet to provide information speedily, simulta- neously and consistently. The Swiss Official Gazette of Commerce is the publication medium of HOCHDORF Holding Ltd.

Press releases and investor information are available under the following link:

› Investor relations: http://www.hochdorf.com/en/investors

Moreover, shareholders and others who are interested in the HOCHDORF Group can subscribe to a newslet- ter. This newsletter provides ad-hoc notifications and press releases:

› Newsletter: www.hochdorf.com/en/investors/newsletter

Further information on the Group is available online at www.hochdorf.com. Reports to the SIX Exchange Reg- ulation about shareholdings that exceed the reportable voting right limits can be found on the following Inter- net page: https://www.six-exchange-regulation.com/ en/home/publications/significant-shareholders.html.

In 2016, HOCHDORF Holding Ltd underwent various reportable shareholding changes.

Contact for investor relations: HOCHDORF Holding Ltd, Investor Relations, Siederei- strasse 9, CH-6281 Hochdorf, tel: +41 41 9146562, e-mail: [email protected].

The Annual General Meeting will take place on 5 May 2017. Shareholders recorded in the share register will receive an invitation to the Annual General Meeting by mail.

The next business results (half-year results 2017) will be published on Thursday, 17 August 2017.

Information policy | 11

50 HOCHDORF Annual Report 2016 Remuneration

Remuneration report 51 – 58

Remuneration Report 52 Report of the statutory Auditor on the Remuneration Report 57 Stand 14.03.2017

Remuneration Report

The remuneration report summarises all the key principles for deter- mining the compensation of the Board of Directors and Group Man- agement and also explains the structure and amount of compensation.

HOCHDORF places great importance on recruiting, committing, motivating, and fostering well-qual- ified employees at all levels. This is particularly important when it comes to staffing those positions that have a significant bearing on the management of the company. Remuneration is designed in such a way as to create incentives that benefit the long-term development of the company. Perfor- mance evaluations are conducted on a qualitative basis through annual employee review meetings, at which personal targets and performance are assessed in general terms, as well as according to quantitative criteria, which are derived from the current financial results.

Ordinance Against Excessive Compensation (VegüV) Pursuant to the Ordinance Against Excessive Compensation (VegüV), the Annual General Meeting is to decide on the remuneration of the Board of Directors and Group Management. The corre- sponding amendment of the Articles of Association was adopted at the 2015 Annual General Meet- ing. Article 19, Remuneration of the Board of Directors, provides that the Annual General Meeting decides on total remuneration for the current year until the next ordinary Annual General Meeting. Pursuant to Article 23, Remuneration of Group Management, the Annual General Meeting approves fixed and variable remuneration for the current year.

Decision-making responsibilities Topic Recommendation by Approval by Remuneration paid to the Board of Directors Personnel and Remuneration Committee Board of Directors Fixed remuneration paid to Group Management (subsequent year) Personnel and Remuneration Committee Board of Directors Variable remuneration paid to Group Management (subsequent year) Personnel and Remuneration Committee Board of Directors

Each year, the Annual General Meeting separately approves the proposed resolutions of the Board of Directors concerning the maximum total amounts of compensation to be paid to the Board of Directors for the period until the next ordinary General Meeting and the compensation to be paid to Group Management for the current year.

Remuneration of the Board of Directors Compensation paid to the Board of Directors consists of a fixed remuneration and a fixed expenses allotment, which are not linked to any profit components. The social contributions to be remitted in relation to remuneration are covered by the company and then offset accordingly.

The amount of the emoluments paid to the Board of Directors is set based on a discretionary deci- sion. In so doing, the Board of Directors relies on published studies on director remuneration, pub- licly available information on fees paid by listed companies in the same industry, as well as compar- isons with remuneration paid for other director mandates.

Compensation includes a base amount for all members of the Board of Directors, a supplementary payment for work as Chairman or Vice Chairman, as well as flat-rate compensation for work on committees and for expenses.

Remuneration Report | 01

52 HOCHDORF Annual Report 2016 Stand 14.03.2017 Stand 14.03.2017

Remuneration Report The fees were most recently modified at the meeting of the Board of Directors on 23 October 2014. Another modification of the fees, effective 1 January 2017, was set at the meeting of the Board of Directors on 14 December 2016. The remuneration report summarises all the key principles for deter- The figures show the amounts actually paid out in the reporting period. The members of the Board mining the compensation of the Board of Directors and Group Man- of Directors are not covered by the pension fund. agement and also explains the structure and amount of compensation. Social contribu- Remuneration of the Board of Directors Remuneration tions Expenses 2016 2015 Josef Leu, Chairman, PCC 85,000 10,200 5,000 100,200 111,954 HOCHDORF places great importance on recruiting, committing, motivating, and fostering well-qual- Dr Anton von Weissenfluh, Vice Chairman, PCC, MSC 63,000 9,298 5,000 77,298 77,395 ified employees at all levels. This is particularly important when it comes to staffing those positions Meike Bütikofer, MSC 53,000 7,822 5,000 65,822 65,904 that have a significant bearing on the management of the company. Remuneration is designed in such a way as to create incentives that benefit the long-term development of the company. Perfor- Dr Walter Locher, AC 55,000 8,118 5,000 68,118 68,202 mance evaluations are conducted on a qualitative basis through annual employee review meetings, Urs Renggli, AC, until 6 May 2016 24,000 3,343 1,875 29,218 78,693 at which personal targets and performance are assessed in general terms, as well as according to Niklaus Sauter, PCC, AC 61,000 9,003 5,000 75,003 63,606 quantitative criteria, which are derived from the current financial results. Prof Dr Holger Karl-Herbert Till, MSC 51,000 7,527 5,000 63,527 63,606 Dr Daniel Suter, AC, from 6 May 2016 40,000 6,131 3,125 49,256 n.a. Ordinance Against Excessive Compensation (VegüV) Michiel de Ruiter, MSC, from 29 November 2016 3,750 554 1,049 5,353 n.a. Total 435,750 61,996 36,049 533,795 529,360 Pursuant to the Ordinance Against Excessive Compensation (VegüV), the Annual General Meeting is to decide on the remuneration of the Board of Directors and Group Management. The corre- AC = Audit Committee; PCC = Personnel and Compensation Committee MSC = Market and Strategy Committee) sponding amendment of the Articles of Association was adopted at the 2015 Annual General Meet- ing. Article 19, Remuneration of the Board of Directors, provides that the Annual General Meeting The Annual General Meeting on 6 May 2016 approved a total amount of CHF 535,000 for the current decides on total remuneration for the current year until the next ordinary Annual General Meeting. term of office until the 2017 AGM. This total amount will not be exceeded. The following remunera- Pursuant to Article 23, Remuneration of Group Management, the Annual General Meeting tion is envisioned for the term of office starting with the 2017 Annual General Meeting, with social approves fixed and variable remuneration for the current year. contributions being factored in at the flat rate of 15 %. Starting in 2017, 20 % of the remuneration will be paid out in the form of stock options with a vesting period of 3 years. If a person departs from the Decision-making responsibilities Board of Directors, the shares are freely available immediately. Topic Recommendation by Approval by Remuneration paid to the Board of Directors Personnel and Remuneration Committee Board of Directors Meetings Social contribu- Fixed remuneration paid to Group Management (subsequent year) Personnel and Remuneration Committee Board of Directors Remuneration of the Board of Directors Basic salary Committees tions Expenses Total 2017 Variable remuneration paid to Group Management (subsequent year) Personnel and Remuneration Committee Board of Directors Josef Leu, Chairman, PCC 95,000 40,000 20,250 5,000 160,250 Dr Anton von Weissenfluh, Vice Chairman, PCC 65,000 10,000 11,250 5,000 91,250 Each year, the Annual General Meeting separately approves the proposed resolutions of the Board Meike Bütikofer, MSC 55,000 9,500 9,675 5,000 79,175 of Directors concerning the maximum total amounts of compensation to be paid to the Board of Dr Walter Locher, AC 55,000 12,500 10,125 5,000 82,625 Directors for the period until the next ordinary General Meeting and the compensation to be paid to Michiel de Ruiter, MSC 55,000 7,500 9,375 5,000 76,875 Group Management for the current year. Niklaus Sauter, AC, PCC 55,000 22,500 11,625 5,000 94,125 Dr Daniel Suter, AC 55,000 21,500 11,475 5,000 92,975 Remuneration of the Board of Directors Prof Dr Holger Karl-Herbert Till, MSC 55,000 7,500 9,375 5,000 76,875 Total 490,000 131,000 93,150 40,000 754,150 Compensation paid to the Board of Directors consists of a fixed remuneration and a fixed expenses allotment, which are not linked to any profit components. The social contributions to be remitted in The Board of Directors is planning a reduction in the number of board members from eight to seven relation to remuneration are covered by the company and then offset accordingly. at the Annual General Meeting in 2017, with the total cost for board members being reduced accordingly. The amount of the emoluments paid to the Board of Directors is set based on a discretionary deci- sion. In so doing, the Board of Directors relies on published studies on director remuneration, pub- The total amount for 2017 to be put to a vote comes to CHF 710,000, as rounded, if this reduction is licly available information on fees paid by listed companies in the same industry, as well as compar- taken into account. isons with remuneration paid for other director mandates.

Compensation includes a base amount for all members of the Board of Directors, a supplementary payment for work as Chairman or Vice Chairman, as well as flat-rate compensation for work on committees and for expenses.

Remuneration Report | 01 02 | Remuneration Report

Remuneration report 53 Stand 14.03.2017

Remuneration of Group Management Compensation paid to Group Management is composed of a fixed basic salary and variable, performance-related remuneration, with variable compensation for each position being based on the consolidated EBIT of the Group or on the EBIT of the respective business area. Variable remu- neration includes an upper limit for all members of the Group Management. It totals a maximum of twice the amount of the basic salary not including expenses. Hence, the total of the basic remunera- tion and the variable remuneration may not exceed 3 times the basic salary not including expenses. Total compensation also includes retirement benefits, service benefits, and benefits in kind. The Board of Directors defines the details in the compensation regulations. There are no share or option plans or similar shareholding programmes in the HOCHDORF Group. Starting in 2017, 20 % of the variable remuneration will be paid out in the form of stock options with a vesting period of 3 years. If a person departs from the Group Management, the shares are freely available immediately.

The Board of Directors sets the amount of the emoluments paid to Group Management. In so doing, it relies on the recommendation and proposed resolution of the Personnel and Remuneration Com- mittee. The Board of Directors defines the range of total compensation and the strategic targets. As is the case with other members of Group Management, the CEO’s compensation is composed of a fixed basic salary and variable, performance-related compensation. For the CEO, variable remunera- tion amounts to 2.5 % of the consolidated EBIT for the HOCHDORF Group (2 % from 2017). Vari- able remuneration can be adjusted downwards depending on target achievement. The employment agreement is concluded for an indefinite period of time, with a notice period of six months.

For all other members of Group Management, the general achievement of personal targets, as well as company results, forms the basis for the decision on compensation. Variable remuneration is individual-specific. Depending on the business division and the position, it amounts to 0.5 % of the consolidated EBIT for the HOCHDORF Group or between 0.75 % and 3.5 % of the EBIT generated by the individual’s business area. Variable remuneration can be adjusted downwards depending on target achievement. The employment agreements are concluded for an indefinite period of time, with a notice period of six months.

The amounts are calculated according to the accrual principle in accordance with the provisions of the VegüV.

Remuneration paid to the CEO and Group Management

Remuneration paid to the CEO and Group Management Group Management total CEO

In CHF (gross) 2016 2015 2016 2015 Basic salary 1) 1,928,925 1,660,237 467,800 467,800 Variable remuneration 1,383,718 1,151,725 561,600 503,641 Social contributions, including employee pension plan 496,785 425,756 142,152 136,208 Other benefits 2) 175,400 129,883 28,000 28,000 Total 3,984,828 3,367,601 1,199,552 1,135,649 Number of members of Group Management 8 8

1) Monthly salary, 13th monthly salary payment, flat-rate amount for entertainment expenses. 2) Private apportionments for company vehicles, vehicle payments, company loyalty gifts.

In 2015, Christoph Peternell and Frank Hoogland joined the Group Management during the year, as a result of which total compensation in 2016 is not directly comparable to 2015. The Annual Gen- eral Meeting on 6 May 2016 approved a total amount of CHF 4,700,000 for the 2016 reporting year.

Remuneration Report | 03

54 HOCHDORF Annual Report 2016 Stand 14.03.2017 Stand 14.03.2017

Remuneration of Group Management Based on contractual agreements and the calculation of variable remuneration using the budgeted results for 2017, the total amount for 2017 to be put to a vote is composed of the following: Compensation paid to Group Management is composed of a fixed basic salary and variable, performance-related remuneration, with variable compensation for each position being based on the consolidated EBIT of the Group or on the EBIT of the respective business area. Variable remu- Remuneration paid to the CEO and Group Management Group Management total CEO neration includes an upper limit for all members of the Group Management. It totals a maximum of In CHF (gross) 2017 2017 1) twice the amount of the basic salary not including expenses. Hence, the total of the basic remunera- Basic salary 2,102,695 558,020 tion and the variable remuneration may not exceed 3 times the basic salary not including expenses. Variable remuneration 2,112,668 952,490 Total compensation also includes retirement benefits, service benefits, and benefits in kind. The Social contributions, including employee pension plan 729,525 238,796 Board of Directors defines the details in the compensation regulations. There are no share or option Other benefits 2) 176,800 28,000 plans or similar shareholding programmes in the HOCHDORF Group. Starting in 2017, 20 % of the Total 5,121,688 1,777,306 variable remuneration will be paid out in the form of stock options with a vesting period of 3 years. Number of members of Group Management 8 If a person departs from the Group Management, the shares are freely available immediately.

1) Monthly salary, 13th Monthly salary payment, flat-rate amount for entertainment expenses. The Board of Directors sets the amount of the emoluments paid to Group Management. In so doing, 2) Private apportionments for company vehicles, vehicle payments, company loyalty gifts. it relies on the recommendation and proposed resolution of the Personnel and Remuneration Com- mittee. The Board of Directors defines the range of total compensation and the strategic targets. As is the case with other members of Group Management, the CEO’s compensation is composed of a In order to be able to cover the possibility that the budget may be exceeded in 2017, a reserve of fixed basic salary and variable, performance-related compensation. For the CEO, variable remunera- 10 % was factored in, which amounts to about CHF 600,000 in additional variable remuneration. tion amounts to 2.5 % of the consolidated EBIT for the HOCHDORF Group (2 % from 2017). Vari- able remuneration can be adjusted downwards depending on target achievement. The employment The total amount for 2017 to be put to a vote comes to CHF 5,700,000, as rounded. agreement is concluded for an indefinite period of time, with a notice period of six months. Pursuant to Article 23 of the Articles of Association, the company or companies controlled by it are For all other members of Group Management, the general achievement of personal targets, as well authorised to pay each member who joins Group Management or is promoted within Group Manage- as company results, forms the basis for the decision on compensation. Variable remuneration is ment after the time at which the total amount of fixed compensation is approved by the Annual Gen- individual-specific. Depending on the business division and the position, it amounts to 0.5 % of the eral Meeting an additional amount if the compensation previously approved is insufficient for his or consolidated EBIT for the HOCHDORF Group or between 0.75 % and 3.5 % of the EBIT generated her compensation. For each compensation period, the additional amount may not exceed 30 % of the by the individual’s business area. Variable remuneration can be adjusted downwards depending on most recently approved maximum amount of fixed compensation for Group Management. target achievement. The employment agreements are concluded for an indefinite period of time, with a notice period of six months. Change-of-control clauses The amounts are calculated according to the accrual principle in accordance with the provisions of The employment agreements for the members of Group Management do not include any the VegüV. change-of-control clauses. There are no systems in place for severance payments, and none were set up during the reporting period. The notice period for members of Group Management Remuneration paid to the CEO and Group Management is six months. They remain entitled to salaries and bonuses during this notice period.

Remuneration paid to the CEO and Group Management Group Management total CEO Remuneration paid to former members of Group Management and In CHF (gross) 2016 2015 2016 2015 Basic salary 1) 1,928,925 1,660,237 467,800 467,800 the Board of Directors Variable remuneration 1,383,718 1,151,725 561,600 503,641 Urs Renggli departed as Member of the Board of Directors on 6 May 2016. His compensation is Social contributions, including employee pension plan 496,785 425,756 142,152 136,208 already listed in advance. There were no personnel changes in Group Management. Other benefits 2) 175,400 129,883 28,000 28,000 Total 3,984,828 3,367,601 1,199,552 1,135,649 Number of members of Group Management 8 8

1) Monthly salary, 13th monthly salary payment, flat-rate amount for entertainment expenses. 2) Private apportionments for company vehicles, vehicle payments, company loyalty gifts.

In 2015, Christoph Peternell and Frank Hoogland joined the Group Management during the year, as a result of which total compensation in 2016 is not directly comparable to 2015. The Annual Gen- eral Meeting on 6 May 2016 approved a total amount of CHF 4,700,000 for the 2016 reporting year.

Remuneration Report | 03

04 | Remuneration Report

Remuneration report 55 Stand 14.03.2017

Ernst & Young Ltd Phone +41 58 286 77 11 Alpenquai 28b Fax +41 58 286 77 05 P.O. Box www.ey.com/ch CH-­6002 Luzern Shareholdings

As at 31 December, the individual members of the Board of Directors and Group Management To the General Meeting of Lucerne, 10 March 2017 To the General Meeting of Lucerne, 10 March 2017 (including related persons) held the following number of shares in the company: HOCHDORF Holding Ltd., Hochdorf HOCHDORF Holding Ltd., Hochdorf

Board of Directors 2016 2015 Josef Leu Chairman, PCC 1,550 1,290 Report of the statutory auditor on the consolidated financial statements Dr Anton von Weissenfluh Vice-President, PCC, MSC 1,300 1,203 Report of the statutory auditor on the remunerationconsolidated fireport nancial statements Meike Bütikofer MSC 531 441 Dr Walter Locher AC 1,400 1,200 As statutory auditor, we have audited the consolidated financial statements of HOCHDORF Urs Renggli AC, until 6 May 2016 n.a. 5,628 WeAs statutoryhave audited auditor, the we remuneration have audited report the consolidatedof HOCHDORF fi nancial Holding statements Ltd. for the of HOCHDORFyear ended Holding Ltd., which comprise the consolidated balance sheet, consolidated statement of Michiel de Ruiter MSC, starting 29 Nov 2016 0 n.a. 31Holding December Ltd., which2016. compriseThe audit thewas consolidated limited to the balance information sheet, according consolidated to articles statement 14 – 16 of income, consolidated statement of cash flows, consolidated statement of changesin equity Niklaus Sauter PCC, AC 400 114 ofincome, the Ordinance consolidated against statement Excessive of cash Compensation fl ows, consolidated in Stock statementExchange ofListed changes Companies in equity and notes( pages xto y) to the consolidated financial statements, for the year ended 31 Dr Daniel Suter AC, starting 6 May 2016 160 n.a. (Ordinance)and notes (pages contained 60 to in 86) the to tables the consolidated on pages 52 fi nancialto 56 of statements, the remuneration for the report. year ended December 2016. Prof Dr Holger Karl-Herbert Till MSC 150 150 31 December 2016.

Total 5,491 10,026 Board of Directors’ responsibility Board of Directors’ responsibility TheBoard Board of Directors’ of Directors responsibility is responsible for the preparation and overall fair presentation of the AC = Audit Committee; PCC = Personnel and Compensation Committee MSC = Market and Strategy Committee) The Board of Directors is responsible for the preparation of the consolidated financial remunerationThe Board of Directorsreport in accordance is responsible with for Swiss the preparation law and the of Ordinance. the consolidated The Board fi nancial of Directors state- statements in accordance with Swiss GAAP FER and the requirements of Swiss law. This isments also responsiblein accordance for withdesigning Swiss the GAAP remuneration FER and systemthe requirements and defining of Swissindividual law. remunera This - Group Management 2016 2015 responsibility includes designing, implementing and maintaining an internal control system tionresponsibility packages. includes designing, implementing and maintaining an internal control system Dr Thomas Eisenring CEO 825 600 relevant to the preparation of consolidated financial statements that are free from material relevant to the preparation of consolidated fi nancial statements that are free from material Marcel Gavillet CFO 1,230 1,300 misstatement, whether due to fraud or error. The Board of Directors is further responsible for Auditor’smisstatement, responsibility whether due to fraud or error. The Board of Directors is further responsible Dr Karl Gschwend Managing Director Strategic Projects 114 114 selecting and applying appropriate accounting policies and making accounting estimates that Ourfor selecting responsibility and applying is to express appropriate an opinion accounting on the policiesremuneration and making report. accounting We conducted estimates our Werner Schweizer Managing Director Dairy Ingredients 165 165 are reasonable in the circumstances. auditthat are in accordancereasonable inwith the Swiss circumstances. Auditing Standards. Those standards require that we comply Michel Burla Managing Director Cereals & Ingredients 300 300 with ethical requirements and plan and perform the audit to obtain reasonable assurance Fons Togtema Managing Director Baby Care 32 32 Auditor’s responsibility aboutAuditor’s whether responsibility the remuneration report complies with Swiss law and articles 14 – 16 of the Christoph Peternell COO 400 200 Our responsibility is to express an opinion on these consolidated financial statements based Ordinance.Our responsibility is to express an opinion on these consolidated fi nancial statements based Frank Hoogland Managing Director Global Marketing and Sales 0 0 on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Total 3,066 2,711 Standards. Those standards require that we plan and perform the audit to obtain reasonable AnStandards. audit involves Those performing standards requireprocedures that towe obtain plan and audit perform evidence the onaudit the to disclosures obtain reasonable made assurance whether the consolidated financial statements are free from material inassurance the remuneration whether thereport consolidated with regard fi nancial to compensation, statements loans are free and from credits material in accordance misstatement. with misstatement. articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s judg- Additional fees and remuneration ment,An audit including involves the performing assessment procedures of the risks to obtain of material audit evidenmisstatementsce about inthe the amounts remuneration and In the reporting year, additional fees of CHF 10,000 were paid out to board member Niklaus Sauter An audit involves performing procedures to obtain audit evidence about the amounts and report,disclosures whether in the due consolidated to fraud or error.fi nancial This statements. audit also Theincludes procedures evaluating selected the reasonableness depend on the for additional expenses and activities in connection with the acquisition of the Pharmalys compa- disclosures in the consolidated financial statements. The procedures selected depend on the ofauditor’s the methods judgment, applied including to value the components assessment of of remuneration, the risks of material as well misstatement as assessing ofthe the over - nies. Otherwise, no additional fees or remuneration were paid to the Board of Directors or to Group auditor’s judgment, including the assessment of the risks of material misstatement of the allconsolidated presentation fi nancial of the remunerationstatements, whether report. due to fraud or error. In making those risk assess- Management, including related persons. consolidated financial statements, whether due to fraud or error. In making those risk ments, the auditor considers the internal control system relevant to the entity’s preparation assessments, the auditor considers the internal control system relevant to the entity’s Weof the believe consolidated that the fi auditnancial evidence statements we havein order obtained to design is sufficientaudit procedures and appropriate that are appropriate to provide preparation of the consolidated financial statements in order to design audit procedures that Loans/collateral granted to the Board of Directors and Group ain basis the circumstances, for our opinion. but not for the purpose of expressing an opinion on the effectiveness are appropriate in the circumstances, but not for the purpose of expressing an opinion on the of the entity’s internal control system. An audit also includes evaluating the appropriateness Management effectiveness of the entity’s internal control system. An audit also includes evaluating the Opinionof the accounting policies used and the reasonableness of accounting estimates made, as Loans are never granted to members of the Board of Directors, the CEO, Group Management, or appropriateness ofthe accounting policies used and the reasonableness of accounting Inwell our as opinion, evaluating the the remuneration overall presentation report for of the the yearconsolidated ended 31 fi nancial December statements. 2016 of We believe employees of the HOCHDORF Group. No collateral (loan guarantees, other guarantees, etc.) was estimates made, as well as evaluating the overall presentation of the consolidated financial HOCHDORFthat the audit Holdingevidence Ltd. we complies have obtained with Swiss is suffi law cient and and articles appropriate 14 – 16 toof providethe Ordinance. a basis for granted during the reporting year. Neither HOCHDORF Holding Ltd nor other Group companies statements. We believe that the audit evidence we have obtained is sufficient and appropriate our audit opinion. have waived a claim in respect of a member of the Board of Directors or Group Management. to provide a basis for our audit opinion. Ernst & Young AG

Opinion Opinion Loans/collateral to related persons In our opinion, the consolidated fi nancial statements for the year ended 31 December 2016 In our opinion, the consolidated financial statements for the year ended 31 December 2016 As was the case in the previous year, no loans or collateral were granted to related persons during give a true and fair view of the fi nancial position, the results of operations and the cash fl ows give a true and fair view of the financial position, the results of operations and the cash flows the reporting period. No loans or collateral existed as at the end of the reporting period. Bernadettein accordance Koch with Swiss GAAP FER and complyRoman with Swiss Ottiger law. in accordance with Swiss GAAP FER and comply with Swiss law. Licensed audit expert Licensed audit expert (AuditorReport in on charge) key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority Remuneration Report | 05 Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on 56 HOCHDORF Annual Report 2016

Stand 14.03.2017

Ernst & Young Ltd Phone +41 58 286 77 11 Alpenquai 28b Fax +41 58 286 77 05 P.O. Box www.ey.com/ch CH-­6002 Luzern Shareholdings

As at 31 December, the individual members of the Board of Directors and Group Management To the General Meeting of Lucerne, 10 March 2017 To the General Meeting of Lucerne, 10 March 2017 (including related persons) held the following number of shares in the company: HOCHDORF Holding Ltd., Hochdorf HOCHDORF Holding Ltd., Hochdorf

Board of Directors 2016 2015 Josef Leu Chairman, PCC 1,550 1,290 Report of the statutory auditor on the consolidated financial statements Dr Anton von Weissenfluh Vice-President, PCC, MSC 1,300 1,203 Report of the statutory auditor on the remunerationconsolidated fireport nancial statements Meike Bütikofer MSC 531 441 Dr Walter Locher AC 1,400 1,200 As statutory auditor, we have audited the consolidated financial statements of HOCHDORF Urs Renggli AC, until 6 May 2016 n.a. 5,628 WeAs statutoryhave audited auditor, the we remuneration have audited report the consolidatedof HOCHDORF fi nancial Holding statements Ltd. for the of HOCHDORFyear ended Holding Ltd., which comprise the consolidated balance sheet, consolidated statement of Michiel de Ruiter MSC, starting 29 Nov 2016 0 n.a. 31Holding December Ltd., which2016. compriseThe audit thewas consolidated limited to the balance information sheet, according consolidated to articles statement 14 – 16 of income, consolidated statement of cash flows, consolidated statement of changesin equity Niklaus Sauter PCC, AC 400 114 ofincome, the Ordinance consolidated against statement Excessive of cash Compensation fl ows, consolidated in Stock statementExchange ofListed changes Companies in equity and notes( pages xto y) to the consolidated financial statements, for the year ended 31 Dr Daniel Suter AC, starting 6 May 2016 160 n.a. (Ordinance)and notes (pages contained 60 to in 86) the to tables the consolidated on pages 52 fi nancialto 56 of statements, the remuneration for the report. year ended December 2016. Prof Dr Holger Karl-Herbert Till MSC 150 150 31 December 2016.

Total 5,491 10,026 Board of Directors’ responsibility Board of Directors’ responsibility TheBoard Board of Directors’ of Directors responsibility is responsible for the preparation and overall fair presentation of the AC = Audit Committee; PCC = Personnel and Compensation Committee MSC = Market and Strategy Committee) The Board of Directors is responsible for the preparation of the consolidated financial remunerationThe Board of Directorsreport in accordance is responsible with for Swiss the preparation law and the of Ordinance. the consolidated The Board fi nancial of Directors state- statements in accordance with Swiss GAAP FER and the requirements of Swiss law. This isments also responsiblein accordance for withdesigning Swiss the GAAP remuneration FER and systemthe requirements and defining of Swissindividual law. remunera This - Group Management 2016 2015 responsibility includes designing, implementing and maintaining an internal control system tionresponsibility packages. includes designing, implementing and maintaining an internal control system Dr Thomas Eisenring CEO 825 600 relevant to the preparation of consolidated financial statements that are free from material relevant to the preparation of consolidated fi nancial statements that are free from material Marcel Gavillet CFO 1,230 1,300 misstatement, whether due to fraud or error. The Board of Directors is further responsible for Auditor’smisstatement, responsibility whether due to fraud or error. The Board of Directors is further responsible Dr Karl Gschwend Managing Director Strategic Projects 114 114 selecting and applying appropriate accounting policies and making accounting estimates that Ourfor selecting responsibility and applying is to express appropriate an opinion accounting on the policiesremuneration and making report. accounting We conducted estimates our Werner Schweizer Managing Director Dairy Ingredients 165 165 are reasonable in the circumstances. auditthat are in accordancereasonable inwith the Swiss circumstances. Auditing Standards. Those standards require that we comply Michel Burla Managing Director Cereals & Ingredients 300 300 with ethical requirements and plan and perform the audit to obtain reasonable assurance Fons Togtema Managing Director Baby Care 32 32 Auditor’s responsibility aboutAuditor’s whether responsibility the remuneration report complies with Swiss law and articles 14 – 16 of the Christoph Peternell COO 400 200 Our responsibility is to express an opinion on these consolidated financial statements based Ordinance.Our responsibility is to express an opinion on these consolidated fi nancial statements based Frank Hoogland Managing Director Global Marketing and Sales 0 0 on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Total 3,066 2,711 Standards. Those standards require that we plan and perform the audit to obtain reasonable AnStandards. audit involves Those performing standards requireprocedures that towe obtain plan and audit perform evidence the onaudit the to disclosures obtain reasonable made assurance whether the consolidated financial statements are free from material inassurance the remuneration whether thereport consolidated with regard fi nancial to compensation, statements loans are free and from credits material in accordance misstatement. with misstatement. articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s judg- Additional fees and remuneration ment,An audit including involves the performing assessment procedures of the risks to obtain of material audit evidenmisstatementsce about inthe the amounts remuneration and In the reporting year, additional fees of CHF 10,000 were paid out to board member Niklaus Sauter An audit involves performing procedures to obtain audit evidence about the amounts and report,disclosures whether in the due consolidated to fraud or error.fi nancial This statements. audit also Theincludes procedures evaluating selected the reasonableness depend on the for additional expenses and activities in connection with the acquisition of the Pharmalys compa- disclosures in the consolidated financial statements. The procedures selected depend on the ofauditor’s the methods judgment, applied including to value the components assessment of of remuneration, the risks of material as well misstatement as assessing ofthe the over - nies. Otherwise, no additional fees or remuneration were paid to the Board of Directors or to Group auditor’s judgment, including the assessment of the risks of material misstatement of the allconsolidated presentation fi nancial of the remunerationstatements, whether report. due to fraud or error. In making those risk assess- Management, including related persons. consolidated financial statements, whether due to fraud or error. In making those risk ments, the auditor considers the internal control system relevant to the entity’s preparation assessments, the auditor considers the internal control system relevant to the entity’s Weof the believe consolidated that the fi auditnancial evidence statements we havein order obtained to design is sufficientaudit procedures and appropriate that are appropriate to provide preparation of the consolidated financial statements in order to design audit procedures that Loans/collateral granted to the Board of Directors and Group ain basis the circumstances, for our opinion. but not for the purpose of expressing an opinion on the effectiveness are appropriate in the circumstances, but not for the purpose of expressing an opinion on the of the entity’s internal control system. An audit also includes evaluating the appropriateness Management effectiveness of the entity’s internal control system. An audit also includes evaluating the Opinionof the accounting policies used and the reasonableness of accounting estimates made, as Loans are never granted to members of the Board of Directors, the CEO, Group Management, or appropriateness ofthe accounting policies used and the reasonableness of accounting Inwell our as opinion, evaluating the the remuneration overall presentation report for of the the yearconsolidated ended 31 fi nancial December statements. 2016 of We believe employees of the HOCHDORF Group. No collateral (loan guarantees, other guarantees, etc.) was estimates made, as well as evaluating the overall presentation of the consolidated financial HOCHDORFthat the audit Holdingevidence Ltd. we complies have obtained with Swiss is suffi law cient and and articles appropriate 14 – 16 toof providethe Ordinance. a basis for granted during the reporting year. Neither HOCHDORF Holding Ltd nor other Group companies statements. We believe that the audit evidence we have obtained is sufficient and appropriate our audit opinion. have waived a claim in respect of a member of the Board of Directors or Group Management. to provide a basis for our audit opinion. Ernst & Young AG

Opinion Opinion Loans/collateral to related persons In our opinion, the consolidated fi nancial statements for the year ended 31 December 2016 In our opinion, the consolidated financial statements for the year ended 31 December 2016 As was the case in the previous year, no loans or collateral were granted to related persons during give a true and fair view of the fi nancial position, the results of operations and the cash fl ows give a true and fair view of the financial position, the results of operations and the cash flows the reporting period. No loans or collateral existed as at the end of the reporting period. Bernadettein accordance Koch with Swiss GAAP FER and complyRoman with Swiss Ottiger law. in accordance with Swiss GAAP FER and comply with Swiss law. Licensed audit expert Licensed audit expert (AuditorReport in on charge) key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority Remuneration Report | 05 Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on Remuneration report 57

Annual financial statement

HOCHDORF Group 59 – 89

Consolidated balance sheet as of 31 December 60 Consolidated income statement 61 Consolidated cash flow statement 62 Consolidated statement of changes in equity 64 Notes to the consolidated financial statements 65 Auditors´ report on the consolidated financial statements 87

HOCHDORF Holding Ltd 90 – 98

Balance sheet as of 31 December 90 Income statement 91 Notes to the financial statements 92 Proposed appropriation of available earnings 96 Auditors´ report on the financial statement 97

Stand 20.03.2017

Consolidated balance sheet as at 31 December

2016 2015

CHF In % CHF In %

Assets Cash and cash equivalents 1)* 67,707,898 15.9 % 43,023,224 12.6 % Accounts receivables 2)* 58,868,481 13.8 % 49,018,525 14.4 % Accounts receivables from related parties 2)* 8,420,706 2.0 % 2,600,386 0.8 % Accounts receivables from associated parties 2)* 2,393,225 0.6 % 0 0.0 % Other receivables from related parties 2)* 40,913 0.0 % 0 0.0 % Other short-term receivables 2)* 5,624,557 1.3 % 4,121,259 1.2 % Inventories 3)* 49,782,122 11.7 % 48,980,461 14.4 % Accrued income 4)* 15,175,349 3.6 % 10,310,031 3.0 % Current assets 208,013,251 48.9 % 158,053,886 46.4 %

Property and plant 72,438,655 17.0 % 72,410,794 21.3 % Other fixed assets 130,538,589 30.7 % 97,303,519 28.6 % Total fixed assets 5)* 202,977,245 47.7 % 169,714,313 49.9 % Shareholdings 6)* 2,897,669 0.7 % 2,377,144 0.7 % Financial assets 7)* 9,202,490 2.2 % 8,299,899 2.4 % Intangible assets 8)* 2,383,628 0.6 % 1,950,404 0.6 % Non-current assets 217,461,032 51.1 % 182,341,760 53.6 %

Total assets 425,474,283 100.0 % 340,395,646 100.0 %

Liabilities Trade payables 9)* 58,554,830 13.8 % 52,872,193 15.5 % Short-term financial liabilities 10)* 9,132,437 2.1 % 1,925,206 0.6 % Other short-term financial liabilities to related parties 10)* 54,300,508 12.8 % 1,500 0.0 % Other short-term liabilities 11)* 12,784,274 3.0 % 14,071,722 4.1 % Accrued liabilities and deferred income 12)* 4,651,986 1.1 % 5,094,650 1.5 % Current liabilities 139,424,035 32.8 % 73,965,271 21.7 %

Non-current financial liabilities 13)* 120,731,978 28.4 % 62,441,675 18.3 % Non-current financial liabilities to related parties 13)* 105,500,000 24.8 % 0 0.0 % Provisions 14)* 14,013,721 3.3 % 11,200,278 3.3 % Non-current liabilities 240,245,700 56.5 % 73,641,952 21.6 %

Share capital 14,347,600 3.4 % 14,347,600 4.2 % Own shares –5,145,813 –1.2 % –3,814,455 –1.1 % Capital reserves 96,730,882 22.7 % 101,490,092 29.8 % Profit reserves –93,647,546 –22.0 % 59,040,493 17.3 % Minority interests 13,588,365 3.2 % 8,203,186 2.4 % Result current year 19,931,059 4.7 % 13,521,507 4.0 % Shareholders’ equity 45,804,548 10.8 % 192,788,423 56.6 %

Total liabilities and equity 425,474,283 100.0 % 340,395,646 100.0 %

*Explanations in the notes

HOCHDORF Group | 01

60 HOCHDORF Annual Report 2016 Stand 20.03.2017

Consolidated income statement

2016 2015

CHF In % CHF in %

1.1.16 – 31.12.16 1.1.15 – 31.12.15

Sales of products 15)* 550,925,511 101.5 % 550,655,207 101.0 % Other revenue 16)* 550,933 0.1 % 552,899 0.1 % Gross sales revenue 551,476,444 101.6 % 551,208,106 101.1 %

Reductions in revenue 17)* –9,319,733 –1.7 % –6,967,012 –1.3 % Net sales revenue 542,156,711 99.9 % 544,241,094 99.8 %

Change in inventories of semi-finished and finished products 459,145 0.1 % 987,457 0.2 % Production revenue 542,615,856 100.0 % 545,228,552 100.0 %

Cost of materials and goods –405,839,451 –74.8 % –415,088,478 –76.1 % Gross operating profit 136,776,405 25.2 % 130,140,074 23.9 %

Personnel expenses 18)* –47,795,519 –8.8 % –46,227,008 –8.5 % Other operating expenses 19)* –55,620,644 –10.3 % –53,458,291 –9.8 % Total operating expenses –103,416,164 –19.1 % –99,685,299 –18.3 %

EBITDA 33,360,241 6.1 % 30,454,775 5.6 %

Depreciation on fixed assets –10,386,286 –1.9 % –9,971,557 –1.8 % Amortisation on intangible assets –509,951 –0.1 % –337,580 –0.1 % EBIT 22,464,004 4.1 % 20,145,638 3.7 %

Income from associates and joint ventures 20)* 520,525 0.1 % 334,780 0.1 % Financial result 20)* –568,567 –0.1 % –5,230,784 –1.0 % Earnings before taxes (EBT) 22,415,961 4.1 % 15,249,634 2.8 %

Non-operating result 21)* –30,513 0.0 % –39,845 0.0 % Extraordinary result 22)* –8,756 0.0 % –72,407 0.0 % Profit before taxes 22,376,692 4.1 % 15,137,382 2.8 %

Income taxes 23)* –2,970,915 –0.5 % –2,113,154 –0.4 % Net profit 19,405,777 3.6 % 13,024,228 2.4 %

Attributable to: Parent company shareholders 19,931,059 3.7 % 13,521,507 2.5 % Minority interests –525,282 –0.1 % –497,278 –0.1 % Net profit 19,405,777 3.6 % 13,024,228 2.4 %

Earnings per share (basic) 24)* 14.12 11.73 Net profit per share (diluted) 24)* 14.12 11.73

*Explanations in the notes

02 | Consolidated income statement

Annual financial statement HOCHDORF Group 61 Stand 20.03.2017

Consolidated cash flow statement

2016 2015

CHF CHF

1.1.16 – 31.12.16 1.1.15 – 31.12.15 Net profit 19,405,777 13,024,228 Depreciation on fixed assets and amortisation of intangible assets 10,896,237 10,309,136 Net interest expense 418,959 1,614,934 Other non-cash adjustments –873,568 –303,443 Change in short-term provisions 0 –474,139 Change in long-term provisions 2,882,025 983,570 Accounting losses (profits) from sales of fixed assets 4,227 50,362 Income from associates and joint ventures –520,525 –334,780 Cash flow from operating activities before changes in working capital 32,213,132 24,869,868 As % of net sales revenue 5.94 % 4.57 %

Change in trade receivables 6,204,177 8,658,497 Change in trade receivables from related parties –1,783,062 –472,908 Change in trade receivables from associated parties –2,433,117 0 Change in other short-term receivables –1,507,476 512,121 Change in inventories –329,984 –2,434,816 Change in prepayments 3,023,954 –4,315,840 Change in liabilities from deliveries and services –7,844,725 –11,022,126 Change in other short-term liabilities –3,179,281 8,115,991 Change in other short-term liabilities to related parties 309,938 1,500 Change in deferred income –447,022 –4,901,153 Change in net current assets –7,986,596 –5,858,735

Cash flow from operating activities 24,226,536 19,011,133 As % of net sales revenue 4.47 % 3.49 %

Investments in fixed assets –42,217,131 –22,211,272 Divestments of fixed assets 532,655 65,845 Investments in intangible assets –945,822 –761,912 Investments in/divestments of long-term financial assets –12,827 –58,391 Net cash flow from the purchase (-) / sale (+) of investments –15,853,811 0 Interest and dividends received 750,945 218,807 Cash flow from investing activities –57,745,991 –22,746,922

Free cash flow –33,519,455 –3,735,789 As % of net sales revenue –6.18 % –0.69 %

Consolidated cash flow statement | 03

62 HOCHDORF Annual Report 2016 Stand 20.03.2017

Consolidated cash flow statement continued

2016 2015

CHF CHF

1.1.16 – 31.12.16 1.1.15 – 31.12.15 Change in short-term financial liabilities 7,110,115 –5,269,155 Change in non-current financial liabilities 58,109,487 –31,382,797 Additions/disposals of minority interests in capital and profit 66,460 2,310,047 Capital increase incl. premium from conversion of convertible bonds 0 44,320,371 Capital increase –104,266 0 Capital increase of subsidiaries due to currency effects 7’597 –27,192 Sale (purchase) own shares net cash flow –677,690 –2,985,676 Interest paid –1,169,903 –1,833,741 Dividend payments –5,211,195 –4,133,157 Cash flow from financing activities 58,130,604 998,700

Currency translation 73,525 –619,345 Net change in cash and cash equivalents 24,684,674 –3,356,434

Cash and cash equivalents at 1 January 43,023,224 46,379,658 Cash and cash equivalents at 31 December 67,707,898 43,023,224

04 | Consolidated cash flow statement

Annual financial statement HOCHDORF Group 63 Stand 20.03.2017

Consolidated statement of changes in equity

Accumulated currency trans- Total excl. Total incl. lation minority Minority minority Share capital Own shares Capital reserves Retained earnings differences interests interests interests

CHF CHF CHF CHF CHF CHF CHF CHF

Equity as at 31.12.2014 10,709,220 –703,225 64,812,537 63,438,557 –2,139,851 136,117,238 7,050,881 143,168,120

Change in the scope of consolidation 4,869 4,869 Allocation of capital contributions to –4,130,000 4,130,000 0 0 free reserves Conversion of convertible bond 3,638,380 40,681,991 44,320,371 44,320,371 Capital increase 0 2,305,178 2,305,178 Acquisition of own shares –6,618,666 –6,618,666 –6,618,666 Sale of own shares 3,507,435 125,564 3,633,000 3,633,000 Currency translation differences –2,270,028 –2,270,028 –660,464 –2,930,492 Dividends –4,118,185 –4,118,185 –4,118,185 Net profit from current 13,521,507 13,521,507 –497,278 13,024,228 period

Equity as at 31.12.2015 14,347,600 –3,814,455 101,490,092 76,971,878 –4,409,878 184,585,237 8,203,186 192,788,423

Change in the scope of consolidation 0 5,975,598 5,975,598 Goodwill/Badwill from acquisition of –165,988,827 –165,988,827 –165,988,827 shares of subsidiaries Allocation of capital contributions to –5,308,612 5,308,612 0 0 free reserves Capital increase –104,266 –104,266 40,000 –64,266 Acquisition of own shares –4,625,021 –4,625,021 –4,625,021 Sale of own shares 3,293,664 653,668 3,947,331 3,947,331 Currency translation differences –313,218 –313,218 –105,137 –418,355 Dividends –5,216,112 –5,216,112 –5,216,112 Net profit from current 19,931,059 19,931,059 –525,282 19,405,777 period

Equity as at 31.12.2016 14,347,600 1) –5,145,813 96,730,882 –68,993,390 2) –4,723,096 32,216,183 13,588,365 45,804,548

1) 1,434,760 registered shares at nominal CHF 10.00; each share corresponds to one vote; the maximum entry limit in the share register is 15 % of the votes. 2) Thereof non-distributable legal reserves TCHF 10,172 (previous year: TCHF 10,172).

Shareholders >3 % Share Prior year ZMP Invest AG, Lucerne 12.37 % 10.50 % Weiss family and Innovent Holding AG, Wollerau 5.35 % 5.21 % Stichting General Holdings, Amsterdam 4.08 % Argos Investment Managers S.A., Geneva 3.90 %

By signing the purchase agreement for Pharmalys, Mr Amir Mechria acquired conversion rights to a maximum of 430,000 shares or 29.97 % of current issued shares of HOCHDORF Holding Ltd and notified HOCHDORF Holding Ltd accordingly on 1.11.2016.

Contingent capital The Group has contingent capital in the nominal amount of CHF 7,173,800, corresponding to 717,380 registered shares at nominal CHF 10.

Consolidated statement of changes in equity | 05

64 HOCHDORF Annual Report 2016 Stand 20.03.2017

Explanatory notes to the consolidated financial state- ments 2016 of the HOCHDORF Group

Principles of consolidation General information The HOCHDORF Group prepares its accounts in compliance with all existing guidelines of Swiss GAAP FER (Swiss accounting and reporting recommendations) and the provisions of Swiss law. The consolidated annual accounts reflect the actual status of the Group’s asset, financial and revenue position. The consolidated annual accounts are based on the principle of historical costs and are based on the annual accounts for the affiliated companies as of 31 December 2016, prepared according to standard principles.

Consolidation principles Consolidated companies/consolidation method The consolidated annual accounts for the HOCHDORF Group comprise the annual accounts for the HOCHDORF Holding Ltd parent company as well as all subsidiaries in which there is a capital and vote-relevant majority. Investments with 20 % to 50 % of the voting rights are accounted for using the equity method.

The consolidated individual financial statements for the companies are adapted to the standard Group structure and evaluation regulations and entered in accordance with the full consolidation method. 100 % of the assets and liabilities as well as expenses and revenues are included in the consolidated annual accounts and all intercompany transactions are eliminated. Significant interim profits within the Group are considered in this elimination.

The share of the minority shareholders in the company’s own share capital and of the results is shown separately in the Group balance sheet and income statement.

Capital consolidation For capital consolidation, assets and liabilities on holdings are evaluated at the time of the takeover according to standard Group principles (purchase method). Any remaining surplus/shortfall (goodwill/badwill) of this revalua- tion is offset against equity. The consolidated cash flow accounting is generated on the basis of the consolidated balance sheet and income statement.

Translation of foreign currencies The annual accounts of consolidated companies in foreign currencies are converted as follows: current assets, fixed assets and external capital at end-of-year exchange rates (period end exchange rate); equity at historical exchange rates. The income statement and the cash flow statement are converted at average annual rates. The conversion differences incurred are recognised in equity without affecting net income. The foreign currency items included in the individual financial statements of the consolidated companies are converted as follows: foreign currency trans- actions at the exchange rate of the transaction day (current exchange rate); at the end of the year, foreign currency balances are converted at the end-of-year exchange rate (period-end exchange rate) and affect net income. The resulting exchange rate differences are shown in the income statement.

06 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 65 Stand 20.03.2017

Income statement average exchange rates Balance sheet at end-of-year exchange rates

2016 2015 31.12.2016 31.12.2015 1 EUR 1.0900 1.0701 1.0720 1.0874 1 USD 0.9888 0.9664 1.0164 1.0010 1 TND 0.4598 n.a. 0.4418 n.a. 1 UYU 0.0329 0.0356 0.0346 0.0346 1 ZAR 0.0676 0.0755 0.0743 0.06460

Cash flow statement Cash and cash equivalents form the basis for the presentation of the cash flow statement. Cash flow from operating activities is calculated using the indirect method.

Overview of Group companies and associated companies

Capital in thousand Capital share Capital share Consolidated companies Location Function Currency 31.12.2016 31.12.2016 31.12.2015 HOCHDORF Holding Ltd Hochdorf CH Holding CHF 14,348 100 % 100 % HOCHDORF Swiss Nutrition Ltd Hochdorf CH Production CHF 30,000 100 % 100 % HOCHDORF Nutricare Ltd Hochdorf CH Trade CHF 1,200 100 % 100 % HOCHDORF Baltic Milk UAB Medeikiai LT Production and trade EUR 5,792 100 % 100 % HOCHDORF Swiss Whey Ltd Hochdorf CH Shell company CHF 100 100 % 100 % Switzerland. Milch-Gesellschaft Ltd Hochdorf CH Shell company CHF 100 100 % 100 % HOCHDORF Deutschland GmbH 1) Siegburg DE Trade EUR ------100 % Marbacher Ölmühle GmbH Marbach DE Production and trade EUR 2,000 100 % 100 % Uckermärker Milch GmbH Prenzlau DE Production EUR 10,000 60 % 60 % HOCHDORF Americas Ltd 2) Montevideo UY Trade UYU 3,283 60 % 60 % HOCHDORF South Africa Ltd Cape Town ZA Production ZAR 500 90 % 90 % Pharmalys Africa S.à.r.l. 3) Tunis TU Marketing TND 120 51 % n.a. Pharmalys Laboratories SA 4) Hochdorf CH Trade CHF 100 51 % n.a. Pharmalys Tunisie S.à.r.l. 5) Sousse TU Production TND 3,300 49 % n.a.

1) Liquidated. 2) Capital increase as at 12.8.2016 to UYU 3,283,200. 3) Formation on 30.11.2016. 4) Purchase of 51 % as of 19.12.2016. 5) Purchase of 49 % as of 19.12.2016 with contractual guarantee to purchase additional 2 % in 2017.

Capital in thousand Capital share Capital share Associated companies Location Function Currency 31.12.2016 31.12.2016 31.12.2015 Ostmilch Handels GmbH Bad Homburg DE Trade EUR 1,000 26 % 26 % Ostmilch Handels GmbH & Co. Frischdienst Schlegel DE Logistics EUR 51 26 % 26 % Oberlausitz KG Ostmilch Frischdienst Magdeburg GmbH Meitzendorf DE Trade EUR 25 26 % 26 %

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 07

66 HOCHDORF Annual Report 2016 Stand 20.03.2017

Valuation methods General information The accounting is carried out based on the assumption of the continuation of the operational activities. Assets are measured at cost, taking into account the necessary value adjustments. Liabilities are recognised at nominal value. All identifiable loss risks and depreciations are offset by value adjustments or deferrals. Expense and income items are accrued periodically.

Cash and cash equivalents as well as securities without shareholding character Cash and cash equivalents include cash and deposits in postal and bank accounts. They are recognised at their nominal value. Securities are measured at the market value on the balance sheet date. The remaining securities are balanced at acquisition value or at a lower market value.

Accounts receivable Receivables are measured at nominal value less value adjustments. Identifiable individual risks are taken into account with appropriate value adjustments.

Inventories Raw materials, operational materials and auxiliary materials are measured at the lower of cost or market. Semi-fin- ished and finished products are measured at production cost, including the direct material and production unit costs as well as material costs and production overheads. Appropriate value adjustments are undertaken for goods with a low rate of inventory turnover.

The value adjustment rates applied for raw materials, auxiliary materials and operational materials are:

Inventory turnover rate Value adjustment under 0.5 times 25.0 % of the purchase or manufacturing costs 0.5 – 1 times 12.5 % of the purchase or manufacturing costs over 1 – 1.5 times 5.0 % of the purchase or manufacturing costs over 1.5 – 3 times 2.5 % of the purchase or manufacturing costs over 3 times 0 % of the purchase or manufacturing costs

There are no calculated value adjustments if additional acquisitions of the same raw material are made in the reporting period.

Semi-finished and finished products:

Inventory turnover rate Value adjustment under 0.5 times 100 % of the purchase or manufacturing costs 0.5 – 1 times 50 % of the purchase or manufacturing costs over 1 – 1.5 times 20 % of the purchase or manufacturing costs over 1.5 – 3 times 10 % of the purchase or manufacturing costs over 3 times 0 % of the purchase or manufacturing costs

08 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 67 Stand 20.03.2017

The value adjustments calculated in this way are adjusted accordingly for normal saleability or longer shelf life. Apart from this, inventories whose realisable disposal value is lower than the acquisition or production cost (SPC) should be adjusted in value according to the «lower of cost or market» principle. The current market price on the sales market is assumed when defining the realisable disposal value. The typical sales deductions, sales expenses and any administra- tive expenses still to be incurred have to be deducted and the reimbursements of customs calculated.

The consumption is measured in accordance with the first-expiry-date-first-out principle, meaning products with the shortest first-expiry date are sold first.

Interim profits on internal Group inventories are eliminated, if significant.

Discounts (in the sense of markdowns) granted by suppliers are entered as acquisition price reductions.

Accruals and deferrals Accruals and deferrals are recognised at their nominal value.

Impairment of assets A check is made on each balance sheet date to see if assets are impaired in value. The check is based on events or indicators that show that an overvaluation of the book value seems possible. A loss from value impairment is posted with an effect on net income if the book value of an asset exceeds the recoverable amount. A recoverable amount is the higher of the net market value and the utility value.

Tangible assets Tangible assets are measured at the acquisition cost less the economically necessary depreciation. Permanent impairments are taken into account. Depreciation is calculated on a straight line basis from the purchase value. All acquisitions over a value of CHF 5,000 are deemed investments. Projects in process are capitalised as current investment projects and are not depreciated. Interests on assets under construction are not capitalised. Tangible assets are written down over the following periods of use:

Asset group Service life Property, plant 15 – 65 years Devices, equipment 5 – 25 years Machines, appliances 5 – 25 years IT systems, communication 5 – 10 years Vehicles 5 – 10 years Intangible assets 5 – 10 years

Leasing Assets from financial leasing are capitalised and the relevant leasing liabilities are posted as a liability. With amorti- sations, the interest is charged directly to financial expenditure. Expenses for operating leasing are charged directly to the income statement.

Financial assets Financial assets include long-term held securities, deferred tax assets as well as assets from pension funds and employer contribution reserves and long-term receivables from third parties. Securities are measured at purchase value less the economically necessary value adjustments.

Intangible assets Intangible assets include software, patents and licences. These are recognised at the lower of acquisition cost or utility value. They are depreciated beyond their economic service life on a straight line basis.

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 09

68 HOCHDORF Annual Report 2016 Stand 20.03.2017

Short-term/long-term external capital Liabilities are measured at the nominal amount. Short-term external capital includes liabilities with due dates of less than 12 months and short-term accrual items. Long-term liabilities include financing with a runtime of more than a year.

Provisions The calculation of the provisions requires assumptions on the probability, amount and time of an outflow of cash. If an outflow of cash is likely and a reliable estimate is possible, a provision is reported.

Income taxes The revenue taxes payable on taxable profits for the individual companies are accrued. Likewise, the incurred capi- tal taxes are accrued.

Valuation of deferred taxes occurs in line with the tax rates that are actually expected in meeting future tax liability or in the realisation of future receivables (liability method). There are no negative valuation differences that could lead to tax assets. Clearable tax credits from carried forward losses are capitalised if it is likely that they might be realised in the future by sufficient taxable profits. Capital taxes are posted under operating expenses.

Derivative financial instruments Derivative financial instruments are used to hedge risks in currencies, interest rates and commodities. The booking of derivative financial instruments depends on the hedged underlying transaction. Derivatives to hedge the changes in the value of an already reported underlying transaction are reported in accordance with the same valuation principles that are used for the hedged underlying transaction. Instruments for hedging future cash flows are not reported on the balance sheet, but rather disclosed in the Notes to the financial statements until the recognition of the future cash flow. When the future transaction or sale of the derivative occurs, the current value of the derivative financial instru- ment is reported and simultaneously recognised with the recognition of the hedged cash flow on the income state- ment. The derivative financial instruments open on the balance sheet date are disclosed in the Notes to the consoli- dated financial statements under «Other comments – Open derivative financial instruments».

Employee pension plan HOCHDORF Holding Ltd’s pension liabilities and those of its subsidiaries in Switzerland are set out in the com- pletely autonomous HOCHDORF Group pension fund. The pension scheme includes a defined contribution in accordance with Swiss GAAP FER 16. The costs resulting from the employee pension are charged to the income statement for the appropriate period. The actual economic effects of pension plans on the company are calculated on the balance sheet date. An economic benefit is carried as an asset if it is used for the company’s future pension expenses. A financial obligation is shown as a liability if the requirements for the creation of a provision are met.

Employees and former employees receive different employee pension payments or old-age pensions corresponding to the legal requirements applicable in the countries where they are paid out.

Sales and revenue recognition Net sales include the receipt of economic benefits from the sale of goods and services within the scope of ordinary business activity during the reporting period. Reductions in revenue such as discounts, rebates and other price reductions as well as duties paid to third parties such as commissions, fees and any value-added taxes must be deducted from reported net sales. All inter-group turnover is eliminated in the consolidation process.

Turnover is booked when a Group company has transferred the definitive benefits and risks that are associated with ownership of the sold products and the power of disposal to the customer, and the ability to collect the receiv- ables resulting from such is adequately secured. Turnover from the provision of services is reported in the account- ing period in which the service was provided. The consideration of reductions in revenue for customers takes place in the same period as the turnover that caused these reductions in revenue in accordance with the terms and con- ditions of the order. The HOCHDORF Group does not have any brokerage transactions or business events with multiple, separate components.

10 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 69 Stand 20.03.2017

Research and development Research and development costs are charged in full to the income statement. These costs are included in the items «Personnel expenses» and «Remaining operating costs».

Contingent liabilities Contingent liabilities are valued on the balance sheet date. A provision is formed if a cash outflow is likely without a useful cash inflow.

Transactions with related parties Business relationships with related parties are conducted at arm’s length. Related parties (natural or legal) are defined as any party directly or indirectly able to exercise significant influence over financial or operating decisions of the organisations. Organisations that are controlled directly or indirectly by related parties are also considered to be related.

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 11

70 HOCHDORF Annual Report 2016 Stand 20.03.2017

Notes to the consolidated financial statement The increase in the individual balance sheet items was mainly due to the change in the scope of consolidation as a result of the acquisition of Pharmalys Laboratories SA and Pharmalys Tunisie S.à.r.l, which were consolidated in the balance sheet for the first time as at 31 December 2016. This acquisition had no impact on the income state- ment.

1. Cash and cash equivalents The valuation of cash and cash equivalents is at nominal value and comprises the following:

TCHF 2016 2015 Cash 8 7 Post account 9,370 8,477 Bank account 58,111 34,362 Short-term investments 219 177 Total 67,708 43,023

2. Accounts receivable

TCHF 2016 2015 Trade receivables from third parties 58,869 49,213 ./. Provision for doubtful accounts –1 –194 Short-term receivables from related parties 8,421 2,600 Trade receivables from associated companies 2,393 0 Other receivables 5,625 4,121 Other receivables from related parties 41 0 Total 75,348 55,740

Diversification means there is no concentration of credit risk with regard to receivables from deliveries and services. The other receivables mainly result from credit from welfare institutions and from government bodies (VAT, Directorate General of Customs).

3. Inventories

TCHF 2016 2015 Raw materials, packaging materials, operating materials 10,204 10,326 Finished and semi-finished products, trade goods 41,137 39,511 Heating oil 491 513 Value adjustments for inventories –2,050 –1,370 Total 49,782 48,980

4. Accrued income

TCHF 2016 2015 As at 31 December 15,175 10,310

The prepayments and accrued income are comprised of revenues not yet received as well as costs paid in advance. The increase compared to the prior year primarily results from the still outstanding «Schoggi Law» payments, which were also higher year on year due to larger price differences in the market.

12 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 71 Stand 20.03.2017

5. Tangible assets Machines, pro- Equipment, warehouse duction appli- Office equipment, equipment, fixed equip- ances, furnish- IT systems, communica- Current investment TCHF Property, plant 1) ment ings tion, fittings Vehicles projects2) Total Net accounting value as at 1.1.2015 61,840 25,088 44,325 5,865 1,405 13,884 152,407

Purchase value As at 1.1.2015 138,642 53,119 129,088 16,662 2,467 13,884 353,862 Additions 0 0 259 0 31 31,091 31,381 Disposals 0 –38 –292 –27 –130 0 –487 Reclassification 3) 15,596 4,652 15,117 1,334 180 –36,879 0 Currency translation difference –4,881 –1,035 –2,727 –40 –122 20 –8,786 As at 31.12.2015 149,357 56,698 141,445 17,929 2,426 8,115 375,970

Accumulated depreciation As at 1.1.2015 76,802 28,031 84,763 10,797 1,062 0 201,455 Disposals 0 –19 –286 –9 –56 0 –370 Depreciation 2,093 2,271 4,108 1,192 308 0 9,972 Currency translation difference –1,949 –720 –2,074 –12 –46 0 –4,801 As at 31.12.2015 76,946 29,563 86,511 11,968 1,268 0 206,256

Net accounting value as at 72,411 27,135 54,934 5,961 1,158 8,115 169,714 31.12.2015

Net accounting value as at 1.1.2016 72,411 27,135 54,934 5,961 1,158 8,115 169,714

Purchase value As at 1.1.2016 149,357 56,698 141,445 17,929 2,426 8,115 375,970 Change in scope of consolidation 4) 1,631 0 1,324 16 95 0 3,066 Additions 0 0 56 0 9 42,152 42,217 Disposals –256 –160 –2,729 –210 –24 0 –3,379 Reclassification 3) 1,462 3,206 5,044 2,345 121 –12,178 0 Currency translation difference –720 –170 –461 –20 –21 –5 –1,397 As at 31.12.2016 151,474 59,574 144,679 20,060 2,606 38,084 416,477

Accumulated depreciation As at 1.1.2016 76,946 29,563 86,511 11,968 1,268 0 206,256 Reclassification 4) 253 0 104 12 79 0 448 Disposals –130 –82 –2,434 –179 –17 0 –2,842 Depreciation 2,262 2,433 4,053 1,350 288 0 10,386 Currency translation difference –296 –113 –320 –5 –14 0 –748 As at 31.12.2016 79,035 31,801 87,914 13,146 1,604 0 213,500

Net accounting value as at 72,439 27,773 56,765 6,914 1,002 38,084 202,977 31.12.2016

1) The Group holds undevelopped parcels of land in Lithuania. The value is equivalent to TCHF 157. 2) The current investment projects are plants under construction. 3) New acquisitions are posted with project numbers under «current investment projects» as inward movements. After the start of operations, there is a transfer posting from the «current investment projects» account to the appropriate fixed asset account. A decision is taken about which purchase costs are capitalised or posted via the income statement. 4) In connection with the purchase of Pharmalys Tunisie S.à.r.l.

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 13

72 HOCHDORF Annual Report 2016 Stand 20.03.2017

Of which assets subject to financial leasing

TCHF Total Open instalments Net accounting value as at 1.1.2016 9,548 8,918

Purchase value As at 1.1.2016 9,900 8,918 Additions 0 0 Disposals of instalments 0 –1,901 Currency translation difference –10 –5 As at 31.12.2016 9,890 7,012

Accumulated depreciation As at 1.1.2016 352 0 Depreciation 564 0 Currency translation difference –4 0 As at 31.12.2016 912 0

Net accounting value as at 31.12.2016 8,978 7,012

6. Associated companies Capital in Shareholdings Capital share thousand 31.12.2016 31.12.2015 Associated companies Location Function Currency 31.12.2016 TCHF TCHF Ostmilch Handels GmbH Bad Homburg DE Trade EUR 1,000 2,670 2,291 Ostmilch Handels GmbH & Co. Frischdienst Schlegel DE Logistics EUR 51 141 38 Oberlausitz KG Ostmilch Frischdienst Magdeburg GmbH Meitzendorf DE Trade EUR 25 87 48 2,898 2,377

7. Financial assets

TCHF 2016 2015 Securities 30 30 Deferred tax assets 1,273 544 Assets from employer contribution reserves 7,899 7,726 Total 9,202 8,300

The deferred tax assets result from existing carried forward losses in the tax balance sheet. The increase comes primarily from the negative results of Uckermärker Milch GmbH and HOCHDORF Baltic Milk UAB.

Taxable losses carried forward after expiration

TCHF 2016 2015 2023 and later 4,490 1,420 Total 4,490 1,420

14 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 73 Stand 20.03.2017

Pension plans

Result of the committee of works and staff councils in personnel expenses TCHF Nominal value Renounced use Balance sheet Provision per Balance sheet Employer contribution reserve 31.12.2016 31.12.2016 31.12.2016 2016 31.12.2015 2016 2015 HGR pension fund 7,899 0 7,899 173 7,726 0 0

The posting of interest from employer contribution reserves by the pension facility appears as a credit in the financial revenues. Interest of 2.25 % was calculated on the employer contribu- tion reserves in 2016 (previous year 2.25 %).

Economic share of the Change compared Amounts accrued for Pension expenditure in personnel TCHF Credit/debit balance organisation to prior year the period expenses Economic benefit/economic liability and pension expenditure 31.12.2016 31.12.2016 31.12.2015 2016 2015 HGR pension fund 16,650 0 0 0 1,837 1,837 1,771

8. Intangible assets 1)

TCHF Software Other intangible assets Total Net accounting value as at 1.1.2015 1,549 1,549

Purchase value As at 1.1.2015 1,927 1,927 Additions 761 761 Disposals –45 –45 As at 31.12.2015 2,643 2,643

Accumulated depreciation As at 1.1.2015 378 378 Depreciation 337 337 Currency translation difference –23 –23 As at 31.12.2015 692 692 Net accounting value as at 31.12.2015 1,951 1,951

Net accounting value as at 1.1.2016 1,951 1,951

Purchase value As at 1.1.2016 2,643 0 2,643 Additions 246 700 946 Disposals –1 –1 Currency translation difference –9 –9 As at 31.12.2016 2,879 700 3,579

Accumulated depreciation As at 1.1.2016 692 0 692 Disposals 0 0 Depreciation 494 16 510 Currency translation difference –7 –7 As at 31.12.2016 1,179 16 1,195

Net accounting value as at 31.12.2016 1,700 684 2,384

1) Intangible assets only cover acquired assets. Own brand names and licenses are not evaluated and not balanced on the balance sheet date.

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 15

74 HOCHDORF Annual Report 2016 Stand 20.03.2017

9. Trade payables

TCHF 2016 2015 To third parties 57,729 51,466 To related parties 446 1,406 To associated companies 380 0 Total 58,555 52,872

10. Short-term financial liabilities

TCHF 2016 2015 Other financial liabilities 91 24 To related parties 1) 54,300 0 Leasing liabilities 1,945 1,901 Bank loans 2) 7,097 0 Total 63,433 1,925

1) Including purchase price debt of CHF 45.8 million in connection with the acquisition of the Pharmalys companies. Additionally, this position includes an outstanding dividend payment to the former owner of the Pharmalys companies. 2) Uckermärker has its own credit line for EUR 10 million, of which EUR 6.5 million had been used as of the closing date.

11. Other short-term liabilities

TCHF 2016 2015 Other short-term liabilities 4,565 8,998 Employee overtime 193 219 Employee holiday credits 536 493 Salary accounts (salary payments, profit-sharing, AHV, SUVA, health insurance, etc.) 4,288 3,685 Government bodies (taxes, source taxes) 3,202 678 Total 12,784 14,073

The other short-term liabilities include the «Schoggi Law» fund in particular. This fund is augmented from charges raised per litre of milk delivered. The funds are used to compensate for any gaps in the «Schoggi Law» credit from the state. It is calculated annually. Money that is not used is reimbursed to the milk suppliers.

12. Accrued liabilities and deferred income

TCHF 2016 2015 As at 31 December 4,652 5,095

The deferred income essentially includes accruals in the context of reimbursements and commissions («Schoggi Law») as well as invoices not yet received for goods receipts and other supplier services (power, water, transport).

16 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 75 Stand 20.03.2017

13. Non-current financial liabilities

TCHF 2016 2015 Mortgages, loans 1) 429 425 Leasing liabilities 5,098 7,017 Bank loans 115,205 55,000 To related parties 2) 105,500 0 Total 226,232 62,442

1) Loan commitment to a former shareholder of Marbacher Ölmühle GmbH. 2) Purchase price debt in connection with the purchase of the Pharmalys companies.

Terms and interest rates (long-term and short-term financial liabilities)

Book value Position TCHF Due date Interest rate Syndicated loan 115,000 30.6.2021 from 0.60 % to 2.50 % Bank loans 7,302 >2020 from 1.50 % to 7.11 % Geiger loan 429 >2020 from 2.02 % to 3.83 % Short-term leasing 1,945 2017 from 1.85 % to 9.64 % Long-term leasing 5,098 2018/2020 from 1.85 % to 9.64 % Other current liabilities 91 2017 from 6.39 % to 7.97 % To related parties 159,800 2017/2018 No interest Total 289,665

The financial liabilities are recorded at nominal value and valued.

14. Provisions TCHF Deferred Development of provisions Short-term provisions Damages claims tax provisions Total As at 31.12.2014 533 1,204 9,712 11,449 Provisions made (with effect on net income) 0 61 1,953 2,014 Provisions used –533 –839 0 –1,372 Provisions released 0 –190 –2 –192 Currency translation differences 0 –131 –568 –699 As at 31.12.2015 0 105 11,095 11,200 Provisions made (with effect on net income) 0 80 3,044 3,124 Provisions used 0 0 0 0 Provisions released 0 –104 –134 –238 Currency translation differences 0 –1 –71 –72 As at 31.12.2016 0 80 13,934 14,014

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 17

76 HOCHDORF Annual Report 2016 Stand 20.03.2017

Notes to the consolidated income statement The following explanatory remarks are given to supplement the income statement, structured in accordance with the overall cost procedure (production income statement).

15. Sales of products

By product groups

TCHF 2016 2015 Milk products/cream 233,060 42.30 % 225,290 40.91 % Milk powder 166,307 30.19 % 190,062 34.52 % Infant formula 122,126 22.17 % 110,217 20.01 % Specialities/wheat germ 14,148 2.57 % 12,061 2.19 % Bakery/confectionary goods 4,996 0.90 % 6,260 1.14 % Remaining products/services 10,289 1.87 % 6,765 1.23 % Total 550,926 100.00 % 550,655 100.00 %

By region

TCHF 2016 2015 Switzerland/Liechtenstein 199,718 36.25 % 210,302 38.19 % Europe 234,749 42.61 % 243,255 44.18 % Asia 25,253 4.58 % 23,611 4.29 % Middle East/Africa 82,670 15.01 % 62,438 11.34 % USA/Canada 321 0.06 % 0 0.00 % Americas (others) 5,507 1.00 % 1,560 0.28 % Rest 1) 2,708 0.49 % 9,489 1.72 % Total 550,926 100.00 % 550,655 100.00 %

1) The remaining turnover comprises deliveries to customers who export the goods and where the destination country is not separately recorded.

As a result of possible competitive disadvantages compared to non-listed and large listed competitors, customers and suppliers, presentation of the segment results was waived, pursuant to Swiss GAAP ARR 31/8. The Swiss milk market is small and tightly knit with few key companies and suppliers. The suppliers (milk producers) are organ- ised within several milk producer organisations. On the processing side, the market is dominated by four large dairies, along with cheesemakers. On the customer side, the chocolate industry segment is predominant, likewise with just a few large processors. In the area of infant formula (based on milk), only one other firm produces infant formula for the Swiss and international market, apart from the HOCHDORF Group.

16. Other revenue

TCHF 2016 2015 Various remaining revenue 551 553 Total 551 553

The various remaining revenue includes the renting of office and production space as well as private shares from employees for the use of vehicles as larger positions.

18 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 77 Stand 20.03.2017

17. Reductions in proceeds

TCHF 2016 2015 Discounts, contingency reserves, accounts receivable losses 1) –280 –294 Reimbursements («Schoggi Law»), rebates –8,611 –6,719 Various reductions in proceeds 2) –429 46 Total –9,320 –6,967

1) There were no significant losses from accounts receivables in the current year. 2) Various reductions in proceeds include individual damage claims from deliveries and services. The balance is shown net since cancellations of the provisions made in previous years also occur via the damages claims account.

18. Personnel expenses

TCHF 2016 2015 Wages –38,891 –37,561 Social contributions –6,141 –5,845 Incidental wage costs incl. temporary staff –2,764 –2,821 Total –47,796 –46,227

19. Other operating expenses

TCHF 2016 2015 Facilities expenditure (incl. warehouse rents) –4,879 –4,754 Maintenance, repairs –8,381 –7,895 Vehicle and transport –7,625 –7,226 Insurance, fees, duties –1,232 –1,308 Energy and disposal expenditure –16,904 –18,066 Administration and IT expenditure –4,029 –4,722 Advertising costs incl. commissions to customers –6,804 –4,687 Various other operating costs –5,767 –4,800 Total –55,621 –53,458

20. Financial result

TCHF 2016 2015 Interests from cash and cash equivalents 0 1 Revenues from holdings and financial assets incl. associated parties 1,660 723 Other financial revenue 25 19 Total financial revenue 1,685 743

Interest costs –1,170 –1,834 Deposit fees, fees –144 –29 Exchange rate losses –419 –3,776 Total financial costs –1,733 –5,639 Total –48 –4,896

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 19

78 HOCHDORF Annual Report 2016 Stand 20.03.2017

21. Non-operating result

TCHF 2016 2015 Revenue from external properties –31 –40 Total –31 –40

The external properties refer to a building lease at Rothenburg fuel depot as well as an owner’s association parking level at Hochdorf station.

22. Extraordinary result

TCHF 2016 2015 Profit from the disposal of operational fixed assets –4 –6 Exceptional expenditure –5 –66 Total –9 –72

23. Taxes

TCHF 2016 2015 Current income taxes Taxes on operating result –667 –679

Deferred income taxes Net change in deferred tax assets and liabilities –2,304 –1,434 Total –2,971 –2,113

Valuation of deferred taxes occurs in line with the tax rates that are actually expected in meeting future tax liability or in the realisation of future receivables (liability method). The tax rate is 12 % for companies exclusively based in the ; it is 15 % for HOCHDORF Swiss Nutrition Ltd, with its production in the Thurgau canton. 15 % was applied for the subsidiary in Lithuania and 25 % for the subsidiaries in Germany, Uruguay and South Africa. The weighted average tax rate relates to the Group’s earnings before taxes (EBT) and amounts to 13.28 % (previous year: 13.96 %). Capital taxes are reported separately in operating costs. 2015 and years before have been definitively assessed for the Swiss companies. The companies abroad have been provisionally assessed.

24. Earnings per share

Company results per share, basic

2016 2015 Weighted average shares outstanding 1,411,425 1,152,439 Company result before minority interests 19,931,059 13,521,507 Company earnings per share in CHF, basic 14.12 11.73

To determine the company result per share, the company results due to the HOCHDORF Group shareholders is divided by the average number of outstanding shares. Own shares held are not included in the calculation of the average outstanding shares. The weighted average number of shares is a result of the total of all transactions in the reporting year. No convertible bonds are outstanding in the year under review. Therefore, there was no dilution effect.

20 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 79 Stand 20.03.2017

25. Own shares

HOCHDORF Group pension fund

2016 2015 Number Number Registered shares of HOCHDORF Holding Ltd 18,000 25,000 Total 18,000 25,000

Transactions with own shares

2016 2015 Balance as of 1.1. in units 24,000 5,143 At the average price per share of CHF 158.94 136.73 Purchases in units 21,353 44,708 At the average price per share of CHF 216.60 148.04 Sales in units –20,981 –25,851 At the average price per share of CHF 188.14 140.54

Balance as of 31.12. in units 24,372 24,000 At the average price per share of CHF 211.14 158.94

Further notes

Unsettled derivative financial instruments

2016 2015 Value 2016 Liability val- Value 2015 Liability val- Exchange rate instruments changes Asset values ues Purpose change Asset values ues Purpose Interest rate swaps 0 0 0 Hedging 31 0 0 Hedging Forward exchange contracts 120 0 0 Hedging –120 0 –120 Hedging Total assets and liability values 120 0 0 –89 0 –120

The market values of forward exchange contracts to hedge future cash flows are not reported on the balance sheet, similar to the underlying transaction. The corresponding profit from the derivative is reported on the income statement at the time the hedged transaction occurs. There were no forward exchange contracts as of balance sheet date.

Leasing debts

TCHF 2016 2015 Unrecognised leasing debts 7 54 Total 7 54

Liabilities from pension fund

TCHF 2016 2015 HOCHDORF Group pension fund 308 305 Total 308 305

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 21

80 HOCHDORF Annual Report 2016 Stand 20.03.2017

Acquisitions On 19 December 2016, in connection with the strategic development of the Baby Care division, HOCHDORF Holding Ltd acquired 51 % of the shares in Pharmalys Laboratories SA with registered office in Hochdorf, for CHF 170.9 million and thus acquired control. The company does business in the sale of infant formula in the Middle East, North Africa and Asia.

The acquired net assets are as follows:

TCHF Total

Cash and cash equivalents 4,891 Trade receivables 15,122 Short-term receivables from related parties 4,035 Other short-term receivables 7 Other short-term receivables from related parties 41 Inventories 616 Prepayments and accrued income 7,890 Trade payables –13,216 Other short-term liabilities –8,105 Short-term provisions –1,649 Accrued liabilities and deferred income –18 Identified net assets 9,614

Goodwill 166,008 Net assets incl. Goodwill 175,622

Less minority interests –4,711 Provisional purchase price 170,911

22 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 81 Stand 20.03.2017

On 19 December 2016, in connection with the strategic development of the Baby Care division, HOCHDORF Holding Ltd acquired 49 % of the shares in Pharmalys Tunisie S.à.r.l. with registered office in Kondar, Tunisia, for CHF 1.2 million with the contractual obligation to acquire another 2 % of the shares in 2017 and thus acquire control. The company does business in the packaging and sale of infant formula in the Middle East and North Africa.

The acquired net assets are as follows:

TCHF Total

Cash and cash equivalents 192 Trade receivables 1,170 Property, plant 1,325 Other fixed assets 1,191 Trade payables –901 Short-term financial liabilities –225 Other short-term liabilities –4 Other short-term liabilities from related parties –93 Accrued liabilities and deferred income –2 Long-term financial liabilities –225 Identified net assets 2,428

Badwill –19 Net assets incl. Badwill 2,409

Less minority interests –1,238 Provisional purchase price 1,171

The purchase price is calculated on the basis of the average EBIT in 2016 and 2017 for Pharmalys Laboratories SA and Pharmalys Tunisie S.à.r.l. multiplied by a factor of 14. In addition to this, there is a one-off upside compensa- tion of CHF 28 – 36 million for the increase in the value of the shares of HOCHDORF Holding Ltd from the signing of the Memorandum of Understanding through 24 October 2016. The purchase price is thus variable and will be set definitively as of 31 March 2018. There may still be deviations from this as a result. The final purchase price shall be between CHF 160 and CHF 190 million on the basis of the forecasts at this time and will also include external advisory costs in connection with the transaction.

An amount of CHF 20 million of the total purchase price to be paid was transferred in cash by 31 December 2016. As of 30 March 2017, another advance payment of CHF 45.8 million is to be made in the form of Mandatory Con- vertible Securities (MCS) from Tranche B of the paid-in convertible bonds in March 2017. The remaining, defini- tive total purchase price is to be paid partially in MCS and in cash on 30 March 2018.

Pharmalys Laboratories SA – Exit In accordance with the Shareholders’ Agreement of 19 December 2016 between the minority shareholder and HOCHDORF, both parties are forbidden until 19 December 2020 – without the consent of the other party – from transferring their shares in Pharmalys Laboratories SA or from establishing any rights to these shares. After the end of this period, the shares are subject to a mutual right of first offer or pre-emptive right.

In the event that the minority shareholder wants to transfer their shares and HOCHDORF does not exercise its right of first offer or pre-emptive right, the parties shall endeavour to jointly seek an alternative solution for the exit of the minority shareholder within three years (e.g. by staggered sale to HOCHDORF, sale to a third party, IPO).

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 23

82 HOCHDORF Annual Report 2016 Stand 20.03.2017

If no exit is achieved for the minority shareholder within three years, this shareholder has the right (put option) to sell its shares over a period of five years in five tranches to HOCHDORF. HOCHDORF can acquire the shares itself or have them acquired by a third party. The individual tranches may not be more than 12 % of the respectively issued share capital of Pharmalys Laboratories SA.

If HOCHDORF cannot acquire the shares in Pharmalys Laboratories SA as offered by the minority shareholder, the minority shareholder has the right (call option) to acquire from HOCHDORF as many shares in Pharmalys Labora- tories SA as necessary to hold a majority of the shares (51 %) (again). If a majority of the shares are acquired by the minority shareholder, HOCHDORF can ask the minority shareholder to sell its majority stake together with the minority stake of HOCHDORF to a third party (so-called drag-along right).

Goodwill offset against equity Purchase costs

TCHF 2016 2015 As at 1 January 3,088 3,088 Additions 166,008 0 As at 31 December 169,096 3,088

Accumulated depreciation

TCHF 2016 2015 As at 1 January –999 –382 Additions –618 –617 As at 31 December –1,617 –999

Theoretical price as at 31 December 167,479 2,089

The acquisitions in the reporting year resulted in goodwill of TCHF 166,008. This is shown based on a linear amor- tisation over 5 years (pro rata). Badwill generated is not taken into account in these explanatory remarks. The statement of changes in shareholders’ equity shows goodwill as a net position.

The effects of a theoretical capitalisation on the income statement and balance sheet are shown in the following table.

TCHF 2016 2015 Group result 19,406 13,024 Goodwill amortisations –618 –617 Theoretical company results 18,788 12,407

TCHF 2016 2015 Equity 45,805 192,788 Theoretical goodwill 167,479 2,089 Theoretical equity 213,284 194,877

24 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 83 Stand 20.03.2017

Transactions with related persons and companies The business transactions with related persons and companies are based on standard commercial contracts and conditions. All transactions are contained in the consolidated annual accounts 2016 and 2015. These cover deliver- ies of goods and raw materials as well as services to and from related companies.

Transactions with associated companies

TCHF 2016 2015 Net sales 69,395 81,988 Cost of goods –6,647 –53,799 Service revenue 0 23 Service costs –498 –544 Other expenses –182 0 Financial revenue 9 5 Financial expenses –11 –33

Transactions with related companies

TCHF 2016 2015 Net sales 5,603 11,064 Cost of goods –627 –576 Service revenue 66 32 Service costs1) –1,837 –1,771 Financial revenue 17 32 Financial expenses –3 –12

1) Service costs include the employer contributions for employees, which are settled in the related HOCHDORF Group pension fund.

Contingent liabilities There are no contingent liabilities.

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 25

84 HOCHDORF Annual Report 2016 Stand 20.03.2017

Risk report Risk management and risk policy Risk management provides important support in protecting and securing future potential. The general risk aware- ness of the management team and employees is increased by annual risk assessments. The HOCHDORF Group has an implemented risk management system for all Group companies.

Starting with the identification of risks, the main risks for the company are assessed and measured in regard to their likelihood of occurrence and impact. Appropriate measures are defined and their implementation checked periodi- cally. Each member of the Group Management is responsible for the implementation of the measures in their area of responsibility. The Board of Directors is notified periodically of important changes in the risk assessment.

Risk assessment In this year’s risk assessment, management views the greatest risks to be in the areas of political framework condi- tions (country risk, food legislation, the «Schoggi Law»), dependency on the processing industry and sales partners as well as fluctuations in revenue.

The HOCHDORF Group is exposed to various financial risks due to its business activity. These include currency, interest and credit risks.

The HOCHDORF Group generates revenues and profits in foreign currencies in Switzerland and abroad. Changes in the exchange rate will have an impact on the consolidated results for this reason. In order to limit these risks, the concept of «natural hedging» is applied as the primary hedging strategy. The foreign currency risk from the inflow of money in a certain currency is neutralised by cash outflows in the same currency. For this reason, currency fluctua- tions only affect the margins of the Group to a limited extent, i.e. the Group is exposed to a relatively low transaction risk. Periodically, it is analysed whether there is a gap due to the «natural hedging». The analysis is discussed with the Group Management and it is decided whether any gaps need to be hedged with derivative instruments.

The translation risk due to the translation of profits/losses generated/incurred abroad can affect the Group results, despite the effective «natural hedging», if there are significant fluctuations in currency. Translation risks are not hedged by the Group.

Since the Group does not have significant interest-generating assets apart from bank deposits, the Group’s income is mainly independent of changes in current interest rates. The Group’s interest rate risk comes from foreign financing. The Group is subject to changes in current interest rates due to the loans. Furthermore, interest rates based on the framework loan agreement for the Group depend on the ratio of net debt to EBITDA and on the equity ratio of the Group and on LIBOR.

The risk management in the area of credit risks is handled by ongoing monitoring of the credit limits and by means of external credit insurance.

26 | Notes to the consolidated financial statements 2016 of the HOCHDORF Group

Annual financial statement HOCHDORF Group 85 Stand 20.03.2017

Internal control system The internal control system (ICS) is expanded and improved continuously. It is intended for ongoing optimisation of the business activities and has the goal of ensuring the necessary processes and instruments for identifying and To the General Meeting of Lucerne, 10 March 2017 controlling risks. The system complies with the statutory requirements in Switzerland and is satisfactory for the HOCHDORF Holding Ltd., Hochdorf needs of a company the size of HOCHDORF. The ICS for the HOCHDORF Group was developed on the basis of the COSO framework. Besides the controls related to complying with the strategic and operating objectives and com- pliance with the rules, the ICS was primarily designed for risks related to financial reporting in all Group compa- nies. The compliance and effectiveness of the ICS is usually checked in the internal audit. In 2016, the focal point Report of the statutory auditor on the consolidated fi nancial statements of the audit was on the processes in the purchase of milk and in the area of IT security. Furthermore, the external auditors undertake adequate audit procedures in order to assess whether there is an ICS. They confirm this in their audit report. As statutory auditor, we have audited the consolidated fi nancial statements of HOCHDORF Holding Ltd., which comprise the consolidated balance sheet, consolidated statement of Internal Audit income, consolidated statement of cash fl ows, consolidated statement of changes in equity In 2016, the Internal Audit was outsourced and handled by PricewaterhouseCoopers with support provided by and notes (pages 60 to 86) to the consolidated fi nancial statements, for the year ended experts in the Finance and Accounting Department. The Internal Audit supports the Board of Directors in the han- 31 December 2016. dling of its monitoring and controlling tasks, particularly at the subsidiaries. Internal Audit provides an independent and objective audit and advisory service that is focused on generating added value and improving business processes. It helps the company to achieve its goals by assessing the effectiveness of the risk management, the controls and the Board of Directors’ responsibility management and monitoring processes with a systematic and targeted approach and by improving them. The Board of Directors is responsible for the preparation of the consolidated fi nancial state- ments in accordance with Swiss GAAP FER and the requirements of Swiss law. This Internal Audit works with the Audit Committee to prepare a strategic audit plan at regular intervals, which is pre- responsibility includes designing, implementing and maintaining an internal control system sented to the Board of Directors for approval in each case. On the basis of the multi-year plan, Internal Audit relevant to the preparation of consolidated fi nancial statements that are free from material develops an operating audit plan that details the planned audits over the next year. This plan is presented to the misstatement, whether due to fraud or error. The Board of Directors is further responsible Audit Committee for approval. Furthermore, the Board of Directors can give special orders to Internal Audit. for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. After completing each audit, Internal Audit prepares a written audit report. It contains the findings and recom- mendations made by Internal Audit as well as the statement by Management containing the planned measures and the time required for the completion of these measures. Group Management checks the implementation of the Auditor’s responsibility defined measures and continuously provides orientation for the Audit Committee. Our responsibility is to express an opinion on these consolidated fi nancial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Internal Auditors did not take part in any meetings of the Board of Directors or in any meetings of the Audit Com- Standards. Those standards require that we plan and perform the audit to obtain reasonable mittee in the reporting year. External Audit receives information about the audit plan and the audit activities of assurance whether the consolidated fi nancial statements are free from material misstatement. Internal Audit as well as the audit reports. Internal Audit may view the reports of External Audit. An audit involves performing procedures to obtain audit evidence about the amounts and Events after the balance sheet date disclosures in the consolidated fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the After the balance sheet date and until the adoption of the Group accounts by the Board of Directors, no significant consolidated fi nancial statements, whether due to fraud or error. In making those risk assess- events have occurred that could affect the informational value of the 2016 annual accounts or which must be dis- ments, the auditor considers the internal control system relevant to the entity’s preparation closed here. of the consolidated fi nancial statements in order to design audit procedures that are appropriate The consolidated annual accounts were approved in the form presented here by the Board of Directors at its meet- in the circumstances, but not for the purpose of expressing an opinion on the effectiveness ing on 10 March 2017. of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the consolidated fi nancial statements for the year ended 31 December 2016 give a true and fair view of the fi nancial position, the results of operations and the cash fl ows in accordance with Swiss GAAP FER and comply with Swiss law.

Notes to the consolidated financial statements 2016 of the HOCHDORF Group | 27

86 HOCHDORF Annual Report 2016 To the General Meeting of Lucerne, 10 March 2017 HOCHDORF Holding Ltd., Hochdorf

Report of the statutory auditor on the consolidated fi nancial statements

As statutory auditor, we have audited the consolidated fi nancial statements of HOCHDORF Holding Ltd., which comprise the consolidated balance sheet, consolidated statement of income, consolidated statement of cash fl ows, consolidated statement of changes in equity and notes (pages 60 to 86) to the consolidated fi nancial statements, for the year ended 31 December 2016.

Board of Directors’ responsibility The Board of Directors is responsible for the preparation of the consolidated fi nancial state- ments in accordance with Swiss GAAP FER and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated fi nancial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility Our responsibility is to express an opinion on these consolidated fi nancial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated fi nancial statements, whether due to fraud or error. In making those risk assess- ments, the auditor considers the internal control system relevant to the entity’s preparation of the consolidated fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the consolidated fi nancial statements for the year ended 31 December 2016 give a true and fair view of the fi nancial position, the results of operations and the cash fl ows in accordance with Swiss GAAP FER and comply with Swiss law.

CorporateAnnual financial Governance statement HOCHDORF Holding Ltd 87

Report on key audit matters based on the circular 1/2015 of the Federal Audit Our audit We gained an understanding of the inventory valuation process and tested the internal Oersiht Authority response controls of this process. Furthermore, we reviewed the inventory valuation on the basis of Key audit matters are those matters that, in our professional judgment, were of most signi- a representative sample size. In so doing, we determined that inventory was up-to-date fi cance in our audit of the consolidated fi nancial statements of the current period. These and recognized at the lower of acquisition / production cost and market value (lower cost or matters were addressed in the context of our audit of the consolidated fi nancial statements market principle). as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. Acuisitions

We have fulfi lled the responsibilities described in the Auditor’s responsibility section of our Audit matter On 19 December 2016, the group acquired 51 % of Pharmalys Laboratories SA and 49 % of report, including in relation to these matters. Accordingly, our audit included the performance Pharmalys Tunisie S.à.r.l. and, with the transfer of control, included them in the consolidated of procedures designed to respond to our assessment of the risks of material misstatement fi nancial statements of the HOCHDORF Group. of the consolidated fi nancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion For one thing, the acquired assets and liabilities represent a signifi cant part of the balance on the consolidated fi nancial statements. sheet of the HOCHDORF Group; for another, the acquisition has implications on a number of disclosures in the notes. Moreover, these acquisitions are unusual transactions for the group, for which there are no standard procedures, and the recognition of the acquired com- Reenue reconition panies in the consolidated fi nancial statements of the HOCHDORF Group requires manual input. What is more, by defi nition, a certain degree of judgment is involved in the purchase Audit matter The group applies different delivery terms (Incoterms) in their deliveries of goods to custo- price allocation of any acquisition. This includes determining the fair value of the acquired mers. This means that the risks and rewards of ownership are not always transferred to assets and liabilities, and therefore also of goodwill. The Pharmalys transaction also neces- the customer at the same time, with deliveries shortly before the balance sheet date having sitated an estimate of the purchase price, since the latter depends on future income. an increased risk of the revenue not being recognized in the correct period. Furthermore, in accordance with Swiss Auditing Standards, we take the risk of fraud into account when The acquisition is described under «Further notes» in the consolidated fi nancial statements of determining our audit approach. the HOCHDORF Group.

The accounting principles for the recognition of revenue are disclosed in the notes to the Our audit We had the management assumptions and estimates based on which the purchase price consolidated fi nancial statements. Income from the sale of goods and services is described response is determined and allocated explained to us. We also assessed the applied judgments, the in detail in note 15. valuation of assets and liabilities at fair value, the determination of goodwill as well as the disclosures in the notes to the consolidated fi nancial statements. Our audit In our audit of revenue recognition, we gained an understanding of the relevant processes. response In addition, we identifi ed internal controls in the area of revenue/goods delivery, assessed Report on other legal requirements their design and tested their effectiveness. We confi rm that we meet the legal requirements on licensing according to the Auditor Over- sight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no Moreover, shortly before the balance sheet date, we performed sample tests on the deli- circumstances incompatible with our independence. veries of goods with regard to the correctness of revenue allocation on the basis of contracts, calculations and delivery terms. In accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we confi rm that an internal control system exists, which has been designed for the preparation aluation of inentories of consolidated fi nancial statements according to the instructions of the Board of Directors.

Audit matter Inventory is a signifi cant part of the assets of the HOCHDORF Group. As a result of its We recommend that the consolidated fi nancial statements submitted to you be approved. perishable nature and limited shelf life, the group’s inventory is subject to an increased risk. Moreover, inventory valuation is complex and requires a high degree of manual input. Ernst & Young AG

The accounting principles for the inventory is disclosed in the notes to the consolidated fi nancial statements. Detailed information on the inventory is included in note 3. Bernadette Koch Roman Ottiger Licensed audit expert Licensed audit expert (Auditor in charge)

88 HOCHDORF Annual Report 2016 Our audit We gained an understanding of the inventory valuation process and tested the internal response controls of this process. Furthermore, we reviewed the inventory valuation on the basis of a representative sample size. In so doing, we determined that inventory was up-to-date and recognized at the lower of acquisition / production cost and market value (lower cost or market principle).

Acuisitions

Audit matter On 19 December 2016, the group acquired 51 % of Pharmalys Laboratories SA and 49 % of Pharmalys Tunisie S.à.r.l. and, with the transfer of control, included them in the consolidated fi nancial statements of the HOCHDORF Group.

For one thing, the acquired assets and liabilities represent a signifi cant part of the balance sheet of the HOCHDORF Group; for another, the acquisition has implications on a number of disclosures in the notes. Moreover, these acquisitions are unusual transactions for the group, for which there are no standard procedures, and the recognition of the acquired com- panies in the consolidated fi nancial statements of the HOCHDORF Group requires manual input. What is more, by defi nition, a certain degree of judgment is involved in the purchase price allocation of any acquisition. This includes determining the fair value of the acquired assets and liabilities, and therefore also of goodwill. The Pharmalys transaction also neces- sitated an estimate of the purchase price, since the latter depends on future income.

The acquisition is described under «Further notes» in the consolidated fi nancial statements of the HOCHDORF Group.

Our audit We had the management assumptions and estimates based on which the purchase price response is determined and allocated explained to us. We also assessed the applied judgments, the valuation of assets and liabilities at fair value, the determination of goodwill as well as the disclosures in the notes to the consolidated fi nancial statements.

Report on other legal requirements We confi rm that we meet the legal requirements on licensing according to the Auditor Over- sight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we confi rm that an internal control system exists, which has been designed for the preparation of consolidated fi nancial statements according to the instructions of the Board of Directors.

We recommend that the consolidated fi nancial statements submitted to you be approved.

Ernst & Young AG

Bernadette Koch Roman Ottiger Licensed audit expert Licensed audit expert (Auditor in charge)

CorporateAnnual financial Governance statement HOCHDORF Holding Ltd 89 Stand 14.03.2017

HOCHDORF Holding Ltd

Balance sheet as at 31 December

2016 2015 CHF In % CHF In % Assets Liquid assets and short-term assets with market price 44,338,294 10.3 % 20,450,155 9.4 % Trade receivables – to third parties 1,077 0.0 % 0 0.0 % – to shareholdings 520,949 0.1 % 469,063 0.2 % Other short-term receivables – to third parties 71,145 0.0 % 1,997 0.0 % Current assets 44,931,466 10.5 % 20,921,214 9.6 % Loans to holdings 130,312,578 30.4 % 115,089,304 53.0 % Shareholdings 253,461,394 59.1 % 81,330,553 37.4 % Fixed assets 383,773,971 89.5 % 196,419,856 90.4 %

Total assets 428,705,437 100.0 % 217,341,071 100.0 %

Liabilities Short-term external capital Trade payables – to third parties 255,281 0.1 % 0 0.0 % Other short-term liabilities – to third parties 278,513 0.1 % 738,560 0.3 % – to related parties (non-interest bearing) 45,800,000 10.7 % 1,500 0.0 % Long-term external capital Long-term interest-bearing payables – to third parties 115,000,000 26.8 % 55,000,000 25.3 % – to shareholdings 924,562 0.2 % 194,787 0.1 % – to related parties (non-interest bearing) 105,500,000 24.6 % 0 0.0 % Total external capital 267,758,356 62.5 % 55,934,847 25.7 %

Share capital 14,347,600 3.3 % 14,347,600 6.6 % Statutory capital reserves (capital investments) 72,863,792 17.0 % 78,276,670 36.0 % General statutory retained earnings 10,172,000 2.4 % 10,172,000 4.7 % Voluntary retained earnings 20,347,588 4.7 % 20,347,588 9.4 % Balance sheet profit – profit carried forward 42,135,022 9.8 % 38,648,415 17.8 % – profit for the period 6,097,514 1.4 % 3,394,107 1.6 % Own shares –5,016,434 –1.2 % –3,780,157 –1.7 % Shareholders’ equity 160,947,081 37.5 % 161,406,223 74.3 %

Total liabilities 428,705,437 100.0 % 217,341,071 100.0 %

HOCHDORF Holding Ltd | 01

90 HOCHDORF Annual Report 2016 Stand 14.03.2017

HOCHDORF Holding Ltd

Income statement

2016 2015 CHF CHF

1.1.16 – 31.12.16 1.1.15 – 31.12.15

Income from equity investments 4,625,004 5,368,945 Other financial revenue 4,055,927 4,312,296 Other operating income 0 201,550 Total income 8,680,931 9,882,791

Financial expenses –2,103,804 –6,267,745 Other operating expenses –315,606 –220,939 Direct taxes –164,007 0 Total expenses –2,583,417 –6,488,684

Net profit for the year 6,097,514 3,394,107

02 | Income statement

Annual financial statement HOCHDORF Holding Ltd 91 Stand 14.03.2017

HOCHDORF Holding Ltd Notes to the financial statements 2016

Information in accordance with article 959c et seqq. CO

1. Company, name, registered office HOCHDORF Holding Ltd, Siedereistrasse 9, 6280 Hochdorf LU The holding does not have any staff.

2. Principles

General information These financial statements have been prepared in accordance with the provisions on commercial accounting from the Swiss Code of Obligations (articles 957-963 b CO, valid from 1 January 2013).

The additional requirements for large companies according to article 961 d para. 1 CO (additional information in the notes, cash flow statement and financial report) are waived, as a consolidated financial statement according to Swiss GAAP FER is being issued.

Cash and cash equivalents Cash and cash equivalents include cash and deposits on postal and bank accounts. They are recognised at their nominal value. Short-term securities are measured at the market price on the balance sheet date.

Accounts receivable Receivables are measured at nominal value less value adjustments. Identifiable individual risks are taken into account with appropriate value adjustments.

Securities and financial assets Financial assets include loans to group companies. They are measured at their acquisition costs less possible value adjustments.

Own shares Own shares are entered in the balance sheet as a deduction from equity at cost at the time of acquisition. At subse- quent resale, the gain or loss is recorded in the income statement as financial income or expense.

Notes to the financial statements 2016 | 03

92 HOCHDORF Annual Report 2016 Stand 14.03.2017

3. Information on balance sheet and income statement items

3.1. Shareholdings

Capital in 1,000 Capital and voting share

Purpose Currency 31.12.2016 31.12.2015 31.12.2016 31.12.2015 Switzerland. Milch-Gesellschaft Ltd, Hochdorf Inactive CHF 100 100 100 % 100 % HOCHDORF Swiss Nutrition Ltd, Hochdorf Production CHF 30,000 30,000 100 % 100 % HOCHDORF Nutricare Ltd, Hochdorf Trade CHF 1,200 1’200 100 % 100 % HOCHDORF Swiss Whey Ltd, Hochdorf Inactive CHF 100 100 100 % 100 % HOCHDORF Baltic Milk UAB, LT-Medeikiai Production EUR 5,792 5,792 100 % 100 % HOCHDORF Deutschland GmbH in liquidation DE-Siegburg Trade EUR --- 200 --- 100 % 1) Marbacher Ölmühle GmbH, DE-Marbach Production EUR 2,000 2,000 100 % 100 % Uckermärker Milch GmbH, DE-Prenzlau Production EUR 10,000 10,000 60 % 60 % Ostmilch Handels GmbH, DE-Bad Homburg Trade EUR 1,000 1,000 26 % 26 % Ostmilch Handels GmbH Frischdienst Oberlausitz KG, DE-Schlegel Logistics EUR 51 51 26 % 26 % Ostmilch Frischdienst Magdeburg GmbH, DE-Meitzendorf Trade EUR 25 25 26 % 26 % HOCHDORF America’s Ltd, UY-Montevideo Trade UYU 3,283 72 60 % 60 % 2) HOCHDORF South Africa Ltd, SA-Cape Town Production ZAR 500 500 90 % 90 % Pharmalys Africa S.à.r.l., TN-Tunis Administration TND 120 n.a. 51 % n.a. 3) Pharmalys Laboratories SA, Hochdorf Trade CHF 100 n.a. 51 % n.a. 4) Pharmalys Tunisie S.à.r.l., TN-Sousse Production TND 3,300 n.a. 49 % n.a. 5)

1) Liquidation completed at the end of 2016. 2) Capital increase of UYU 72,000 to UYU 3,283,200 as of 12.8.2016. 3) Formation on 30.11.2016. 4) Purchase of 51 % as of 19.12.2016. 5) Purchase of 49 % as of 19.12.2016 with contractual guarantee to purchase additional 2 % in 2017.

3.2. Short-term liabilities

TCHF 31.12.2016 31.12.2015 Third-party performances 255 0 Other (government bodies) 279 0 Outstanding purchase price debt for acquisition of company (non-interest bearing) 45,800 0 Total 46,334 0

3.3. Long-term interest-bearing payables

TCHF 31.12.2016 31.12.2015 Syndicated loan 115,000 55,000 Outstanding purchase price debt for acquisition of company (non-interest bearing) 105,500 0 Loans of shareholdings 925 195 Total 221,425 55,195

Maturity structure

TCHF 31.12.2016 31.12.2015 Up to 5 years 221,425 55,195 More than 5 years 0 0 Total 221,425 55,195

04 | Notes to the financial statements 2016

Annual financial statement HOCHDORF Holding Ltd 93 Stand 14.03.2017

3.4. Other operating expenses

TCHF 31.12.2016 31.12.2015 Property insurance, fees 0 18 Administration and IT –185 –30 Marketing and sales –79 0 Other operating expenses –18 –1 Bank charges, agency fees –34 –208 Total –316 –221

4. Shareholders

>3 % 31.12.2016 31.12.2015 ZMP Invest Ltd, Lucerne 12.37 % 10.50 % Weiss family and Innovent Holding AG, Wollerau 5.35 % 5.21 % Stichting General Holdings, Amsterdam 4.08 % Argos Investment Managers S.A., Geneva 3.90 %

By signing the purchase agreement for Pharmalys, Mr Amir Mechria acquired conversion rights to a maximum of 430,000 shares or 29.97 % of current issued shares of HOCHDORF Holding Ltd and notified HOCHDORF Holding Ltd accordingly on 1.11.2016.

5. Release of hidden reserves

CHF 31.12.2016 31.12.2015 Release of hidden reserves (by way of the reorganisation on 1.1.2015 transferred to HOCHDORF Swiss 0 1,781,950 Nutrition Ltd)

6. Transactions with own shares Business year 2016 Business year 2015 1.1.2016 balance 24,000 shares at price 157.51 1.1.2015 balance 5,143 shares at price 136.75 Purchases BY 2016 21,353 shares at av. price 216.60 Purchase BY 2015 44,708 shares at av. price 148.04 Sales BY 2016 20,981 shares at av. price 188.14 Sales BY 2015 25,851 shares at av. price 140.54 31.12.2016 balance 24,372 shares at price 205.83 31.12.2015 balance 24,000 shares at price 157.51

7. Contingent capital As of 31 December 2016, HOCHDORF Holding Ltd had contingent capital in the nominal amount of CHF 7,173,800, corresponding to 717,380 registered shares at nominal CHF 10.

Notes to the financial statements 2016 | 05

94 HOCHDORF Annual Report 2016 Stand 14.03.2017

8. Shareholdings of the Board of Directors and the Group Management As of 31 December, the members of the Board of Directors and the Group Management (including related persons) held the following number of shares in the company:

Board of Directors

Number of shares Number of shares 31.12.2016 31.12.2015 Josef Leu, Chairman, Personnel and Compensation Committee 1,550 1,290 Dr Anton von Weissenfluh, Vice Chairman, Personnel and Compensation, Market and Strategy Committee 1,300 1,203 Meike Bütikofer, Market and Strategy Committee 531 441 Dr Walter Locher, Audit Committee 1,400 1,200 Urs Renggli, Audit Committee, until 6 May 2016 n.a. 5,628 Michiel de Ruiter, Market and Strategy Committee, from 29 November 2016 0 n.a. Niklaus Sauter, Audit Committee, Personnel and Remuneration Committee 400 114 Dr Daniel Suter, Audit Committee, from 6 May 2016 160 n.a. Prof Dr Holger Karl-Herbert Till, Market and Strategy Committee 150 150 Board of Directors Total 5,491 10,026

Group Management

Dr Thomas Eisenring, CEO 825 600 Marcel Gavillet, CFO 1,230 1,300 Christoph Peternell, COO 400 200 Werner Schweizer, Managing Director Dairy Ingredients 165 165 Michel Burla, Managing Director Cereals & Ingredients 300 300 Frank Hoogland, Head of Global Marketing & Sales 0 0 Fons Togtema, Managing Director Baby Care 32 32 Dr Karl Gschwend, Managing Director Strategic Projects 114 114 Group Management Total 3,066 2,711

Total of Board of Directors and Group Management 8,557 12,737 in % 0.60 % 0.89 %

In the reporting year, no shares were allotted to the Board of Directors or to Group Management. Acquisition is made directly on a private basis.

9. Contingent liabilities HOCHDORF Holding Ltd is liable as joint and several debtor by way of assuming the debt for the credit line a bank institute awarded to Uckermärker Milch GmbH for EUR 10 million.

06 | Notes to the financial statements 2016

Annual financial statement HOCHDORF Holding Ltd 95 Stand 14.03.2017

HOCHDORF Holding Ltd

Proposed appropriation of retained earnings To the General Meeting of Lucerne, 10 March 2017

31.12.2016 31.12.2015 HOCHDORF Holding Ltd., Hochdorf CHF CHF

Profit carried forward 42,042,522 38,636,600 Report of the statutory auditor on the fi nancial statements Change correction on balance of own shares from the previous year 1) 92,500 3,922 Change in effective balance of shares from conversion of bond 0 7,893 Profit from current year 6,097,514 3,394,107 As statutory auditor, we have audited the fi nancial statements of HOCHDORF Holding Total available to Annual General Meeting 48,232,536 42,042,522 Ltd., which comprise the balance sheet, income statement and notes (pages 90 to 96), for the year ended 31 December 2016. Proposed appropriation of retained earnings Balance carried forward 48,232,536 42,042,522 Board of Directors’ responsibility Total appropriation of profit 48,232,536 42,042,522 The Board of Directors is responsible for the preparation of the fi nancial statements in accor- dance with the requirements of Swiss law and the company’s articles of incorporation. This 1) No dividend will be paid on the «own shares» portfolio. responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of fi nancial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and Proposal for the distribution of a dividend from reserves from capital investments applying appropriate accounting policies and making accounting estimates that are reason- Reserves from capital investments 72,968,058 37,594,679 able in the circumstances. Capital investments from conversion of convertible bond 3) –104,266 40,681,991 Conversion of reserves from capital investments to free reserves 2) –5,452,088 –5,308,612 Auditor’s responsibility Remaining reserves from capital investments 67,411,704 72,968,058 Our responsibility is to express an opinion on these fi nancial statements based on our audit.

2) CHF 3.80 (PY CHF 3.70) in dividends per nominal CHF 10 of share capital from the capital investment reserves. The effective dividend payment amount is calculated on the effective num- We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those ber of shares outstanding at the time of the dividend payment. standards require that we plan and perform the audit to obtain reasonable assurance 3) Already incurred costs in connection with the mandatory convertible bonds that will be issued in March 2017. whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor con- siders the internal control system relevant to the entity’s preparation of the fi nancial state- ments in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the fi nancial statements for the year ended 31 December 2016 comply with Swiss law and the company’s articles of incorporation.

Report on ey audit matters based on the circular of the ederal Audit Oersiht Authority Key audit matters are those matters that, in our professional judgment, were of most signifi - cance in our audit of the fi nancial statements of the current period. These matters were ad- dressed in the context of our audit of the fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. Proposed appropriation of retained earnings | 07

96 HOCHDORF Annual Report 2016 To the General Meeting of Lucerne, 10 March 2017 HOCHDORF Holding Ltd., Hochdorf

Report of the statutory auditor on the fi nancial statements

As statutory auditor, we have audited the fi nancial statements of HOCHDORF Holding Ltd., which comprise the balance sheet, income statement and notes (pages 90 to 96), for the year ended 31 December 2016.

Board of Directors’ responsibility The Board of Directors is responsible for the preparation of the fi nancial statements in accor- dance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of fi nancial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reason- able in the circumstances.

Auditor’s responsibility Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor con- siders the internal control system relevant to the entity’s preparation of the fi nancial state- ments in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the fi nancial statements for the year ended 31 December 2016 comply with Swiss law and the company’s articles of incorporation.

Report on ey audit matters based on the circular of the ederal Audit Oersiht Authority Key audit matters are those matters that, in our professional judgment, were of most signifi - cance in our audit of the fi nancial statements of the current period. These matters were ad- dressed in the context of our audit of the fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

Annual financial statement HOCHDORF Holding Ltd 97

We have fulfi lled the responsibilities described in the Auditor’s responsibilities section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the fi nancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the fi nancial statements.

mpairment of euity inestments

Audit matter HOCHDORF Holding Ltd. holds all the equity investments of the HOCHDORF Group. The equity investments are a signifi cant part of the assets. By defi nition, amounts recognized on the balance sheet are subject to an impairment risk. Any impairment can have a signifi - cant impact on the net income and equity of HOCHDORF Holding Ltd. Whenever there are indications of impairment, management prepares assessments, which can also be based on simplifi ed models.

The accounting principles relating to the equity investments are disclosed in the notes to the fi nancial statements of HOCHDORF Holding Ltd. In addition, the list of shareholdings in- cluded in section 3.1 of the notes provides details on direct and indirect equity investments.

Our audit We reviewed the valuation of the equity investments using the audited fi nancial statements response as well as the calculations of capitalized earnings value that were presented to us. Further- more, we interviewed management about the strategies and future outlook of the subsidiaries and considered the assumptions on which the valuations were based.

Report on other leal reuirements We confi rm that we meet the legal requirements on licensing according to the Auditor Over- sight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we confi rm that an internal control system exists, which has been designed for the preparation of fi nancial statements according to the instructions of the Board of Directors.

We further confi rm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the fi nancial statements submitted to you be approved.

Ernst & Young AG

Bernadette Koch Roman Ottiger Licensed audit expert Licensed audit expert (Auditor in charge)

98 HOCHDORF Annual Report 2016 Corporate Social Responsibility

Corporate Social Responsibility 99 – 107

Our employees 100 Key figures employees 102 Our energy sources and energy consumption 103 Energy and environmental figures 105 The HOCHDORF group in the society 106 Stand 20.03.2017

Corporate Social Responsibility

Our employees a 10 % time credit, night bonuses amount to 34 % instead of the legally prescribed 25 % and, As at 31 December 2016, the HOCHDORF in addition to the obligatory Sunday bonus, Group has a total of 633 employees. The num- they are also supplemented by a voluntary Sat- ber of employees in Switzerland has risen by 34 urday bonus. The employees in Switzerland people in comparison with 2014. This increase also have at least 24 days holiday a year. is primarily based on the growth in the area of Baby Care, on new equipment and on the Safety management at the HOCHDORF Group insourcing of some of the logistics. We value the covers areas such as occupational safety, food experience and commitment of our employees safety, data security, compliance and crisis man- and reward their loyalty in HOCHDORF Swiss agement for internal and external damage Nutrition Ltd with a company loyalty gift as events, as well as food-safety crises. There is soon as they have been with us for five years. also the post of «Safety Officer», who is respon- sible for occupational safety. Swiss in-house Profit sharing for all emergency response officers have also received The employees of HOCHDORF Swiss Nutrition advance training as part of the normal two-year Ltd can share in the success of the company. cycle and passed the BLS/AED exam. For The profit-sharing scheme is a thank-you to the employees with a management function and in employees for thinking and acting in a cost- collaboration with SUVA, HOCHDORF Swiss conscious manner. A profit-sharing payout has Nutrition Ltd organised the seminar «Responsi- been possible for the last two years. bility in Occupational Safety».

Equal opportunity and diversity in the Commitment to basic and advanced training workplace The HOCHDORF Group trained over 30 Women and men are promoted in equal measure apprentices in seven occupations at the end of in the HOCHDORF Group. The principle of equal 2016. The situation is regularly reviewed. Since pay for equal work also applies. Women make up 2015 we have included mediamatics and logis- around a third of the workforce of the tics apprenticeships in our programme. But HOCHDORF Group. The proportion of women in HOCHDORF offers more than just training. middle- and upper-tier management has Where possible, we try to make it easier to start increased slightly and is currently 22 %. a career. In Switzerland we gave permanent employment to total of five business trainees People from a wide variety of social backgrounds and one food technologist on completion of and of various ages and nationalities work in the their apprenticeships. At Uckermärker Milch HOCHDORF Group. When employing new peo- GmbH for example, we hired a dairy science lab ple we pay attention not only to their professional assistant and two milk technologists. skills but also to the composition of the working team. For example, the HOCHDORF Group filled No progress or expertise is possible without life- over 13 % of new vacancies in Switzerland with long continuing education. The HOCHDORF people who were older than 50 at the time of Group is dependent on experts and for this rea- their appointment. son offers various advanced training courses. For example, there is an online training course in Shift work and safety hygiene, which production employees have to Irregular working hours are stressful. For that complete. A hygiene day with outside speakers is reason night and weekend work is subject to also held each year for managers and senior special compensation at HOCHDORF. Shift- employees from production, the laboratory and workers in Switzerland have no legal entitle- product development. A refresher course of this ment to a paid break. However, HOCHDORF type is held every two years In Lithuania. Swiss Nutrition Ltd voluntarily pays for a half- hour break. As a result, actual working time Working in the HOCHDORF Group is becoming amounts to about 7.9 hours per day. As well as ever more international. For that reason we have

Corporate Social Responsibility | 01

100 HOCHDORF Annual Report 2016 Stand 20.03.2017 Stand 20.03.2017

offered our employees English courses at various Corporate Social Responsibility levels since 2014. These courses are attended by an average of 20 employees per year. Our employees a 10 % time credit, night bonuses amount to 34 % instead of the legally prescribed 25 % and, The HOCHDORF Group also encourages indi- As at 31 December 2016, the HOCHDORF in addition to the obligatory Sunday bonus, vidual further education and training. For Group has a total of 633 employees. The num- they are also supplemented by a voluntary Sat- example HOCHDORF has supported degree ber of employees in Switzerland has risen by 34 urday bonus. The employees in Switzerland courses and higher technical qualifications as people in comparison with 2014. This increase also have at least 24 days holiday a year. sales managers, logistics specialists, experts in is primarily based on the growth in the area of accounts and controlling and in the area of Baby Care, on new equipment and on the Safety management at the HOCHDORF Group marketing and communication. In areas or insourcing of some of the logistics. We value the covers areas such as occupational safety, food countries where there is a lack of advanced experience and commitment of our employees safety, data security, compliance and crisis man- technical training opportunities, we support our and reward their loyalty in HOCHDORF Swiss agement for internal and external damage employees with internal training courses, for Nutrition Ltd with a company loyalty gift as events, as well as food-safety crises. There is example at our location in South Africa in the soon as they have been with us for five years. also the post of «Safety Officer», who is respon- area of chocolate production. sible for occupational safety. Swiss in-house Profit sharing for all emergency response officers have also received Annual employee meetings The employees of HOCHDORF Swiss Nutrition advance training as part of the normal two-year A target/performance and support meeting is Ltd can share in the success of the company. cycle and passed the BLS/AED exam. For held at least once a year with each employee. The profit-sharing scheme is a thank-you to the employees with a management function and in The meetings follow a defined pattern and form employees for thinking and acting in a cost- collaboration with SUVA, HOCHDORF Swiss the basis for personal advanced training and conscious manner. A profit-sharing payout has Nutrition Ltd organised the seminar «Responsi- career planning. been possible for the last two years. bility in Occupational Safety». Healthy pension fund Equal opportunity and diversity in the Commitment to basic and advanced training HOCHDORF’s pension fund performed well in workplace The HOCHDORF Group trained over 30 the past two years and is still on very solid foot- Women and men are promoted in equal measure apprentices in seven occupations at the end of ing. The Pension Fund Foundation is managed in the HOCHDORF Group. The principle of equal 2016. The situation is regularly reviewed. Since by a body composed of employer and employee pay for equal work also applies. Women make up 2015 we have included mediamatics and logis- representatives. The level of coverage is 117.8 % around a third of the workforce of the tics apprenticeships in our programme. But (as of 31.12.2016), an interest rate of 2.75 % was HOCHDORF Group. The proportion of women in HOCHDORF offers more than just training. paid on the savings credit in 2016. Employees middle- and upper-tier management has Where possible, we try to make it easier to start have the flexibility of retiring between the ages increased slightly and is currently 22 %. a career. In Switzerland we gave permanent of 58 and 70. employment to total of five business trainees People from a wide variety of social backgrounds and one food technologist on completion of and of various ages and nationalities work in the their apprenticeships. At Uckermärker Milch HOCHDORF Group. When employing new peo- GmbH for example, we hired a dairy science lab ple we pay attention not only to their professional assistant and two milk technologists. skills but also to the composition of the working team. For example, the HOCHDORF Group filled No progress or expertise is possible without life- over 13 % of new vacancies in Switzerland with long continuing education. The HOCHDORF people who were older than 50 at the time of Group is dependent on experts and for this rea- their appointment. son offers various advanced training courses. For example, there is an online training course in Shift work and safety hygiene, which production employees have to Irregular working hours are stressful. For that complete. A hygiene day with outside speakers is reason night and weekend work is subject to also held each year for managers and senior special compensation at HOCHDORF. Shift- employees from production, the laboratory and workers in Switzerland have no legal entitle- product development. A refresher course of this ment to a paid break. However, HOCHDORF type is held every two years In Lithuania. Swiss Nutrition Ltd voluntarily pays for a half- hour break. As a result, actual working time Working in the HOCHDORF Group is becoming amounts to about 7.9 hours per day. As well as ever more international. For that reason we have

Corporate Social Responsibility | 01 02 | Employee figures

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Employee figures

2016 2014 2012

Total number of employees (as at 31 December) 633 390 381

Number of full-time equivalents (as at 31 December) 1) 589 364 356

Employees by area Administration and Marketing/Sales 120 69 61 Laboratory and Development 94 52 54 Production 343 190 192 Supply Chain and Technology 76 35 30

Employees by location Hochdorf 212 193 203 Sulgen 166 151 131 Medeikiai, UAB HOCHDORF Baltic Milk 52 44 44 Marbach, Marbacher Ölmühle GmbH 14 Prenzlau, Uckermärker Milch GmbH 184 Cape Town, HOCHDORF South Africa Ltd 5

Trainees in occupational apprenticeships 31 11 10

Total proportion of women 32 % 28 % 28 %

Proportion of women in middle- and upper-tier management 22 % 18 % 18 %

Staff turnover 2) 5.85 % 6.65 % 5.09 %

Sickness rate, in % of all working days 3) 4.70 % 1.14 % 1.36 %

Accident rate, in % of all working days 0.52 % 0.66 % 0.4 %

1) Apprentices are calculated at 50 % of a position. 2) Voluntary departures in relation to the average number of employees per year. 3) First figures for companies abroad.

Our energy sources and energy consumption | 03

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Employee figures Our energy sources and energy Making products with short shelf lives last consumption longer 2016 2014 2012 Milk and whey are raw materials that perish The HOCHDORF Group has changed greatly in very quickly at room temperature. Thanks to the Total number of employees (as at 31 December) 633 390 381 the two years since the last publication of its drying process, HOCHDORF turns milk, for sustainability report. On the product side, not example, into a food product that will last sub- Number of full-time equivalents (as at 31 December) 1) 589 364 356 only dry milk products are produced and sold stantially longer. As a result, HOCHDORF makes today, but also butter, curd and buttermilk. The a contribution to the prevention of food waste. production of these products is significantly less Employees by area energy-intensive than the production of milk Drying plants generally require process heat Administration and Marketing/Sales 120 69 61 powder or even infant formula. HOCHDORF and fresh water. They produce waste heat, CO2 Laboratory and Development 94 52 54 had already pressed oil prior to the acquisition and wastewater as a result. HOCHDORF is com- Production 343 190 192 of Marbacher Ölmühle – VIOGERM® wheat mitted to handling available resources in an Supply Chain and Technology 76 35 30 germ products – but the quantities in the Cere- economical, environmentally-friendly manner. als & Ingredients division have increased sub- To the greatest extent possible, the waste heat is Employees by location stantially. However, with regard to the entire recycled back into the manufacturing process in Hochdorf 212 193 203 produced quantity, the cereal products still only the production plants. Sulgen 166 151 131 make up a small percentage. Medeikiai, UAB HOCHDORF Baltic Milk 52 44 44 Water and wastewater The figures and projects on the subject of Marbach, Marbacher Ölmühle GmbH 14 A comparison of the years 2014 and 2016 energy sources and energy consumption relate shows the freshwater consumption and the Prenzlau, Uckermärker Milch GmbH 184 to the activity of the HOCHDORF Group, with accumulation of wastewater (absolute and as a Cape Town, HOCHDORF South Africa Ltd 5 the exception of the chocolate factory in South percentage of the quantity produced) fell Africa. For a first comparison, the quantities slightly. The decline is even more astonishing Trainees in occupational apprenticeships 31 11 10 produced as well as the consumption of energy since a water- and wastewater-intensive process and water at Uckermärker Milch GmbH were was started at the Sulgen location with the pro- Total proportion of women 32 % 28 % 28 % also recorded for 2014, although the duction of lactose. It was possible to achieve the HOCHDORF Group did not own a majority reduction due to various measures in the area Proportion of women in middle- and upper-tier management 22 % 18 % 18 % stake in this plant at that time. of water management in Sulgen. For example, we purify the water – water vapour –

2) Focus on product quantity produced «obtained» from the vaporisation process and Staff turnover 5.85 % 6.65 % 5.09 % The starting point for previous analyses of use it to flush out the lines. One of the main energy consumption was the processed quantity measures was an investment in a wastewater Sickness rate, in % of all working days 3) 4.70 % 1.14 % 1.36 % of liquid (milk, whey, etc.). The focus is now pre-treatment plant. This makes it possible to shifting in the direction of tonnes of product reduce the effluent that enters the local waste- Accident rate, in % of all working days 0.52 % 0.66 % 0.4 % produced in total due to changes in the product water treatment plant. The gas obtained in the line. As another innovation, the CO2 emissions wastewater pre-treatment – roughly four 1) Apprentices are calculated at 50 % of a position. of the HOCHDORF Group will also be shown gigawatt hours – is used in production. 2) Voluntary departures in relation to the average number of employees per year. for the first time. 3) First figures for companies abroad. An investment was also made in better waste- The HOCHDORF Group processes and refines water treatment at the Medeikiai location. natural raw materials such as milk, whey and Thanks to a flotation system, it could be greatly cereals into valuable ingredients mainly for improved and the pollution of the environment other food manufacturers and also directly for reduced. the end customer. The most important partial processes for the production of milk powder Energy consumption and CO2 include concentrating, drying, mixing and pack- The energy consumption of the HOCHDORF aging. In the area of cereals, this is primarily the Group (fossil fuel energy sources and electricity) pressing of seeds and milling of press cakes into increased over two years by just 2.1 % from high-quality flour. 264.4 to 269.9 gigawatt hours. During the same time period, the product quantity produced increased to 236,179 tonnes (+1.3 %). The CO2 values were calculated by conversion factors on the basis of the original energy source. Accord-

Our energy sources and energy consumption | 03 04 | Our energy sources and energy consumption

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ingly, the HOCHDORF production plants emit an intact environment. In Switzerland, over 57,000 tonnes of CO2 (+1.5 % in compari- HOCHDORF has made a commitment to the son to 2014). Per tonne of produced product, the Industrial Energy Agency to reduce CO2 emis- CO2 emissions have hardly changed, however. sions even more. In order to achieve this goal, the group will increasingly invest in new, The consumption of energy solely increased at energy-efficient systems. Accordingly, a modern the Swiss plants in the two-year comparison. system for concentrating milk is starting up in HOCHDORF Baltic Milk processed significantly spring 2017 at the Hochdorf site as well as a less milk, which led to a reduction in the abso- high rack storage area at the Sulgen site in the lute energy requirements. As a percentage of autumn of 2017. As a result, a large number of the produced quantity, however, the need for lorry trips are no longer necessary. energy increased. It can be seen that utilised systems can be run more energy-efficiently.

In Uckermark, the two-year comparison showed a lower consumption of energy with slightly higher quantities of produced products. In total, dry products were produced less, and the production of buttermilk is less energy- intensive than, for example, the production of curd. Furthermore, the usage of energy could be optimised thanks to modernisation of the control system in the drying process.

Insourcing of lactose production The over 10 % increase in the consumption of energy at the Swiss plants can be explained by the insourcing of the lactose production. In the past, 100 % of the lactose was purchased in powder form and used as an ingredient for infant formula. Today HOCHDORF produces most of the required lactose itself. The lactose produced in the company’s own plant is added to the infant formula recipe in liquid form. The company’s own production causes HOCHDORF Swiss Nutrition to need more energy in total and emit CO2. In the product balance, this insourcing will result in significant energy and CO2 savings. Transport and an energy-intensive drying process are no longer necessary.

Furthermore, the CO2 recovery equipment at the Sulgen plant as mentioned in the last sus- tainability report was put into operation. This equipment processes the CO2 emitted by burn- ers for further use, specifically in the packaging of foods.

Outlook As a user of agricultural raw materials, the HOCHDORF Group is dependent on an intact environment. As a first-level processor, we know that high-quality raw materials like milk, grain and oil seeds can only be manufactured in

Energy and environmental figures | 05

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ingly, the HOCHDORF production plants emit an intact environment. In Switzerland, Energy and environmental figures 1) over 57,000 tonnes of CO2 (+1.5 % in compari- HOCHDORF has made a commitment to the Changes in % son to 2014). Per tonne of produced product, the Industrial Energy Agency to reduce CO2 emis- Unit 2016 2014 2012 (2014 – 2016) CO2 emissions have hardly changed, however. sions even more. In order to achieve this goal, the group will increasingly invest in new, Produced products t 236,179 233,105 87,518 1.32 % The consumption of energy solely increased at energy-efficient systems. Accordingly, a modern system for concentrating milk is starting up in the Swiss plants in the two-year comparison. Fossil energy total kWh 222,234,170 217,812,922 154,702,525 2.03 % HOCHDORF Baltic Milk processed significantly spring 2017 at the Hochdorf site as well as a Thereof natural gas kWh 222,124,170 216,908,663 154,179,932 2.40 % less milk, which led to a reduction in the abso- high rack storage area at the Sulgen site in the Thereof heating oil kWh 110,000 904,259 522,593 –87.84 % lute energy requirements. As a percentage of autumn of 2017. As a result, a large number of the produced quantity, however, the need for lorry trips are no longer necessary. energy increased. It can be seen that utilised Electricity total kWh 47,708,177 46,633,511 30,504,795 2.30 % systems can be run more energy-efficiently. Fresh water volume m3 1,481,127 1,511,337 929,464 –2.00 % In Uckermark, the two-year comparison showed a lower consumption of energy with Waste water volume m3 1,561,392 1,588,668 1,021,465 –1.72 % slightly higher quantities of produced products. In total, dry products were produced less, and Energy/output fossil kWh/t 941.0 934.4 1,767.7 0.70 % the production of buttermilk is less energy- intensive than, for example, the production of curd. Furthermore, the usage of energy could Energy/output electricity kWh/t 202.0 200.1 348.6 0.97 % be optimised thanks to modernisation of the 3 2) control system in the drying process. Fresh water m /t 6.3 6.5 10.6 –3.27 %

Insourcing of lactose production Waste water m3/t 2) 6.6 6.8 11.7 –3.00 % The over 10 % increase in the consumption of energy at the Swiss plants can be explained by CO2 emission t 57,226 56,376 36,003 1.51 % the insourcing of the lactose production. In the past, 100 % of the lactose was purchased in CO2 emission/prod. product kg/t 242.3 241.8 411.4 0.19 % powder form and used as an ingredient for infant formula. Today HOCHDORF produces 1) Figures 2012: HOCHDORF Swiss Nutrition AG and UAB HOCHDORF Baltic Milk / Figures 2014 and 2016: All factories without HOCHDORF South Africa Ltd. most of the required lactose itself. The lactose 2) m3 (waste) water per tonne produced products. produced in the company’s own plant is added to the infant formula recipe in liquid form. The company’s own production causes HOCHDORF Swiss Nutrition to need more energy in total and emit CO2. In the product balance, this insourcing will result in significant energy and CO2 savings. Transport and an energy-intensive drying process are no longer necessary.

Furthermore, the CO2 recovery equipment at the Sulgen plant as mentioned in the last sus- tainability report was put into operation. This equipment processes the CO2 emitted by burn- ers for further use, specifically in the packaging of foods.

Outlook As a user of agricultural raw materials, the HOCHDORF Group is dependent on an intact environment. As a first-level processor, we know that high-quality raw materials like milk, grain and oil seeds can only be manufactured in

Energy and environmental figures | 05 06 | The HOCHDORF Group in society

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The HOCHDORF Group in Communication is important society The HOCHDORF Group places great importance on good and effective communication. In this The HOCHDORF-Group maintains a lively dis- regard, Corporate Communications ensures that cussion with internal and external stakeholders all internal and external information is up to and target groups. Good relations with cus- date, accessible, and tailored to the target groups. tomers, employees and shareholders are of key It is important that all stakeholder groups receive importance to us. We also maintain regular information that is as timely and needs-related as contact with authorities, associations and local possible. As a stock exchange-listed company, we residents. comply with the directive on ad hoc publicity of the SIX Swiss Exchange. Internal communica- At our locations both at home and abroad we tion channels include the monthly CEO newslet- receive strong backing for our commercial suc- ter, the intranet, e-mails, on-screen messages, a cess. We are an international and reliable part- monthly information sheet and wall posters. ner. In this function we currently bear a major There are also two information events every year responsibility, with 347 full-time employees in for employees at all the Group’s Swiss locations. Switzerland and 242 abroad. With a payroll of The internal information policy is set down in nearly CHF 47.8 million, we are an important writing and guarantees that our messages are player in regional commerce and for the Trea- appropriately forwarded to every level. In return, sury at our locations. Local trades also benefit as the employees have the opportunity to pass on far as possible from our investment projects. their input via their immediate line managers or directly to the CEO. Our role in the economy and politics The companies in the HOCHDORF Group see The Annual Report, a letter to shareholders themselves as both customers and partners of about the half-year financial statements, the productive agriculture. In addition to regular customer magazine, HOCHDORF Inside, and production, HOCHDORF helps to even out sea- various e-newsletters, keep shareholders and sonal volume fluctuations and stabilise the mar- customers regularly updated on the course of ket with its drying plants. By purchasing, pro- business, developments in the Group, and the cessing and selling agricultural raw materials we market environment. Media representatives enable many farming families to achieve a regu- and analysts are also informed about the annual lar income. figures at the annual results press conference. The HOCHDORF Group reports about any spe- We are particularly proud of the procurement cial events on an ad-hoc basis by means of press of cocoa beans for our chocolate products in releases. All the latest information can be South Africa. It is rare for an African chocolate viewed at any time on the web- producer to procure its cocoa beans directly site(www.hochdorf.com) and some of it is also from Africa. We procure our cocoa beans from disseminated via social networks such as around 60 cocoa farmers in Tanzania. The cocoa LinkedIn and Twitter. beans are shipped directly from Tanzania to Cape Town and processed and sold by us in Since the end of 2016 our key customers have Africa. Thanks to this procedure the entire also found all the relevant product documenta- value chain stays on the African continent. tion and specifications on an extranet specifi- cally set up for them. HOCHDORF takes part in some 50 national industry organisations, interest associations, expert commissions, and working groups and is committed to achieving good understanding, including in the Federation of Swiss Food Industries (fial), the Organisation for the Milk Sector (BOM), the Association of the Swiss Milk Industry (VMI), the Association of the German Milk Industry (MIV) and the foundation «Switzerland Folic Acid Campaign».

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Sponsorship and donations ous cultural events in Birzai, such as the annual For the HOCHDORF Group, small sponsorships town carnival, the theatre festival and special and donations are a component of its social shows in the Castle Museum, as well as charita- responsibility. The Group concentrates its com- ble activities such as the organisation of Christ- mitment in this regard particularly on activities mas gifts for the reception classes at the primary in the vicinity of its locations, as well as on the school in Medeikiai. areas of sport and charitable commitments. At international level we have supported Peru- The HOCHDORF Group funds the Hochdorf vian nuns with non-cash gifts for many years. football club (FCH) as its main sponsor, as well The nuns are active in rural areas of Peru, not as the figure skating school and the hockey only providing spiritual welfare services but also club. In addition, we have supported various performing numerous social tasks such as dis- events in the vicinity of Sulgen and Hochdorf, tributing medicines, giving lessons in hygiene, such as the Easter Show Jumping in Amriswil working as midwives and nurses, etc. Instead of and the Lake Baldegg Run in . We also giving gifts to customers at Christmastime, the sponsored some one-off anniversary events for HOCHDORF Group has donated an amount to tennis and mountaineering clubs, for example. the Zoodo Switzerland Foundation for the past In terms of charities, the HOCHDORF Group four years. With our contribution we support a has supported the local Samaritan association baby orphanage in Burkina Faso. with Heliomalt and milk during blood donation events. We have also been involved in the The HOCHDORF Group and «Switzerland «Chenderhand Seetal» association for four Folic Acid Campaign» years. The association arranges childcare mak- The World Health Organisation (WHO) and the ing it possible for many women to harmonise «Swiss Nutrition Report» identified a lack of family and work responsibilities. sufficient folic acid provision worldwide. Clos- ing the folic acid gap is today one of the most In its core business area the HOCHDORF Group important measures for improving our health supports the Eastern Switzerland Food Forum and quality of life. The HOCHDORF Group has and the regional Hochdorf/Seetal cattle shows, been active in this area since the «Switzerland and for several years has also acted as sponsor for Folic Acid Campaign» foundation was estab- advanced training in agricultural and domestic lished, and thanks to cold-pressed VIOGERM® management at the Nature and Nutrition Train- wheat germ products, it manufactures numer- ing Centre in Hohenrain. With its donations, the ous products under the folic acid label. HOCHDORF Group supported about 170 camps, associations, and organisations in the 2015 and 2016 business years with products such as Heliomalt, wheat germ shakers, VIOGERM® Wellness Crisps, and FEMTORP® Mousse. The associations and schools value our involvement very highly.

At our location in South Africa we sponsored the local library, as well as various community activities and clubs. We have recently been cooperating with «Mandela Tea» on the launch of a chocolate line, some of the profits from which will go to the «Mandela Day school library project».

At our location in Lithuania we supported the Lithuanian ladies double sculls in the Olympic rowing regatta, up to the 2016 Summer Games in Rio. The team rewarded us with a bronze medal. At the regional level we sponsored vari-

08 | The HOCHDORF Group in society

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Addresses

HOCHDORF Swiss Nutrition Ltd UAB HOCHDORF Baltic Milk Siedereistrasse 9 Biržų g. 35, Postfach 691 Medeikių km. 6281 Hochdorf 41456 Biržų r. Switzerland Lithuania Tel. +41 41 914 65 65 Tel: +370 450 58 636 [email protected] [email protected] www.hochdorf.com www.hochdorf.lt

Sulgen plant: Marbacher Ölmühle GmbH Industriestrasse 26 Am alten Kraftwerk 8 8583 Sulgen 71672 Marbach Switzerland Germany Tel. +49 71 44 846 7-0 HOCHDORF South Africa Ltd [email protected] 2B Elegance Road, Sanddrift www.marbacher-oelmuehle.de Milnerton 7741 South Africa Uckermärker Milch GmbH Tel: +27 82 079 86 87 / +27 21 551 18 06 Brüssower Allee 85 [email protected] 17291 Prenzlau www.afrikoa.com Germany Tel. +49 39 84 850-0 [email protected] www.uckermarkmilch.de

Imprint

HOCHDORF Holding Ltd Print Siedereistrasse 9 SWS Medien AG, Sursee Postfach 691 6281 Hochdorf Rights of use Switzerland All rights of use related to the works Tel. +41 41 914 65 65 contained in this annual report belong to [email protected] HOCHDORF Holding Ltd. Permissions for www.hochdorf.com extracts or publications can be granted by the publisher. Concept and editing HOCHDORF Corporate Communications 6281 Hochdorf The information within our Annual Report is originally published in German. Discrepancies Photography and image processing or differences created in the translation are not Wolfgang Flamisch, Dusseldorf binding and have no legal effect for compliance Pages 18, 20, 22, 23 AdobeStock or enforcement purposes. If any questions arise Page 21 iStock related to the accuracy of the information cont- ained in the translation, please refer to the Ger- Layout man version of our Annual Report, which is the W4 Marketing AG, Zurich official and only binding version.

108 HOCHDORF Annual Report 2016 HOCHDORF Holding Ltd Siedereistrasse 9 6281 Hochdorf / Switzerland T +41 41 914 65 65 F +41 41 914 66 66 www.hochdorf.com